FIRST MONTAUK FINANCIAL CORP
10-Q, 1999-08-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q

           X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1999

                                       OR
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
                           Commission File No. 0-6729
                          FIRST MONTAUK FINANCIAL CORP
             (Exact name of registrant as specified in its charter)

     New Jersey                                        22-1737915
(State or other  jurisdiction  of                 (I.R.S.  Employer
incorporation or organization)                    Identification Number)

Parkway 109 Office Center, 328 Newman  Springs Rd.,  Red Bank,  NJ    07701
     (Address of principal executive offices)                         (Zip Code)
Registrant's  telephone number,  including  area code:  (732) 842-4700

Former name,  former address and former fiscal year, if changed since last
report.

     Indicate by check mark whether the Registrant  (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     Yes X                         No

     9,920,727 Common Shares,  no par value were outstanding as of
August 12, 1999.

                                  Page 1 of 11


<PAGE>
  02

                          FIRST MONTAUK FINANCIAL CORP
                                    FORM 10-Q
                                  JUNE 30, 1999


     INDEX

                                                            Page

PART I.  FINANCIAL  INFORMATION:

     Item 1.  Financial  Statements
       Consolidated  Statements of Financial  Condition
       as of June 30, 1999 and December 31, 1998   .......   3

     Consolidated Statements of Income (Loss) for the
       Six Months  ended June 30, 1999 and 1998
       and Three months ended June 30, 1999 and 1998 .....   4

     Consolidated  Statements of Cash Flows for the
       Six   Months   ended   June   30, 1999 and 1998 ...   5

     Notes  to  Financial Statements .....................   6

     Item 2. Management's  Discussion and Analysis of
      Financial Condition and Results of  Operations  ....   7-9

PART II. OTHER INFORMATION:

     Item 5.  Other Information...........................    10

     Item 6.  Exhibits and Reports on Form 8-K............    10

     Signatures ..........................................    11


<PAGE>
03
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

      ASSETS                                  1999                     1998

Cash                                  $     861,976             $     613,513
Due from clearing firm                    1,424,447                 2,876,202
Securities owned, at market               6,077,070                 2,685,879
Securities owned, not readily marketable,
 at estimated market value                   40,317                    47,381
Commissions receivable                       64,291                   250,803
Employee and broker receivables             444,974                   598,212
Furniture, equipment and leasehold
 improvements-net                         2,117,133                 2,074,470
Notes receivable                            647,461                   477,729
Due from officers                           131,408                   131,501
Other assets                              1,069,385                 1,087,289
Deferred tax asset-net                    1,212,086                   700,755
                                          ---------                   -------
    Total assets                      $  14,090,548             $  11,543,734
                                        ===========               ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Securities sold, but not yet
 purchased, at market                 $     394,402             $     327,047
Notes payable-bank                          196,881                   244,844
Subordinated notes payable                  150,000                   200,000
Bonds payable                               480,666                   473,625
Capital lease payable                       318,901                   373,579
Commissions payable                       1,815,893                 1,531,644
Accounts payable                            759,008                   802,497
Income taxes payable                        623,417                      -
Accrued expenses                            930,480                   905,154
Other liabilities                           662,613                   461,717
                                            -------                   -------
    Total liabilities                     6,332,261                 5,320,107
                                          ---------                 ---------
Common stock issued with guaranteed
 selling price - no par value,
 18,000 shares issued and outstanding        36,500                    36,500

Commitments and contingencies (See Notes)
Stockholders' equity
Preferred Stock, 5,000,000 shares
 authorized, $.10 par value, no shares
 issued and outstanding                        -                         -
Common Stock, no par value, 30,000,000 shares
  authorized, 9,850,727 and 9,629,044
  shares issued and outstanding           5,067,323                 4,980,977
Additional paid-in capital                2,991,179                 2,979,831
Retained earnings (Accumulated deficit)     165,233                (1,192,471)
Less:  Deferred compensation               (501,948)                 (581,210)
                                           --------                  --------
    Total stockholders' equity            7,721,787                 6,187,127
                                          ---------                 ---------
    Total liabilities and stockholders'
     equity                           $  14,090,548             $  11,543,734
                                      =============             =============




                       See notes to financial statements.

<PAGE>
04                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)


                         Six months ended June 30,   Three months ended June 30,
                            1999         1998            1999          1998
Revenues:
Commissions            $ 19,977,955   $15,441,811    $ 10,200,487  $ 7,814,041
Principal
 transactions             6,540,243     4,402,917       4,274,159    2,059,474
Investment banking          182,161       601,252         105,137      335,048
Interest and other
 income                     889,356       793,809         488,632      415,272
                            -------       -------         -------      -------
                         27,589,715    21,239,789      15,068,415   10,623,835
                         ----------    ----------      ----------   ----------

Expenses:

Commissions, employee
 compensation and
 benefits                20,319,229    16,263,930      10,828,950    8,028,111
Clearing and floor
 brokerage                2,265,776     1,742,243       1,156,841      895,760
Communications and
 occupancy                1,290,767     1,180,905         649,732      583,914
Legal matters and related
 costs                      662,254     1,360,076         615,696    1,059,502
Writedown of
 Note Receivable
 -Global Financial Corp.       -          875,000            -         875,000
Other operating expenses  1,496,559     1,553,901         955,714      982,587
Interest                     82,794        66,053          40,067       37,483
                         ----------    ----------      ----------   ----------
                         26,117,379    23,042,108      14,247,000   12,462,357
                         ----------    ----------      ----------   ----------
Income (loss) before
 income taxes             1,472,336    (1,802,319)        821,415   (1,838,522)
Income taxes                115,298      (595,578)        112,346     (611,603)
                          ---------    ----------      ----------   -----------

Net income (loss)      $  1,357,038  $ (1,206,741)   $    709,069  $(1,226,919)
                        ===========   ============    ============  ===========

Per share of Common Stock:

   Basic               $       0.14  $      (0.13)   $       0.07  $     (0.13)
                        ===========   ============    ============  ===========

  Diluted              $       0.13  $      (0.13)   $       0.07  $     (0.13)
                        ===========   ============    ============  ===========

Number of common shares
 used in basic income
 (loss) per share         9,866,057     9,643,166       9,895,643    9,664,113
Incremental shares from
 assumed conversion of
 options                    739,754          -            802,290         -
                        -----------     ----------     -----------   ---------
Number of common shares
 used in diluted income
 (loss) per share        10,605,811     9,643,166      10,697,933    9,664,113
                        ===========     =========      ==========    =========


                       See notes to financial statements.



<PAGE>
05
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                Six months ended June 30,
                                               1999                 1998
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
   Net income (loss)                       $  1,357,038      $  (1,206,741)
Adjustments to reconcile net income (loss)
 to net cash provided by (used in)
 operating activities:
   Tax benefit related to exercise of
    stock options                                  -               150,003
   Depreciation and amortization                201,192            162,982
   Amortization of deferred compensation         90,609             93,552
   Loan reserves                                   -               875,000
   Amortization of bond discount                  7,041               -
   Other                                           -                22,000
   Increase (decrease) in cash attributable to
     changes in assets and liabilities
   Due from clearing firm                     1,451,755           (521,265)
   Securities owned - at market              (3,391,191)           489,818
   Securities owned-not readily marketable        7,064            439,303
   Commissions receivable                       186,512            188,949
   Other assets                                  17,904           (502,441)
   Deferred income taxes                       (511,331)          (635,698)
   Securities sold but not yet purchased         67,355           (680,308)
   Commissions payable                          284,249           (265,987)
   Accounts payable                             (42,562)           426,350
   Income taxes payable                         623,417               -
   Accrued expenses                              25,066            522,648
  Other liabilities                             200,896            366,127
                                                -------            -------
       Total adjustments                       (782,024)         1,131,033
                                               --------          ---------
       Net cash provided by (used in)
        operating activities                    575,014            (75,708)
                                               --------          ---------

Cash flows from investing activities:
   Due from officers                                 93              5,791
   Employee and broker receivables              153,238            139,311
   Issuance of notes receivable                (243,616)        (1,459,364)
   Repayment of notes receivable                 73,884            603,759
   Capital expenditures                        (243,855)          (665,983)
                                               --------          ----------
       Net cash used in investing activities   (260,256)        (1,376,486)
                                               --------          ----------
Cash flows from financing activities:
   Payment of notes payable-bank                (47,963)           (47,963)
   Payment of subordinated notes payable        (50,000)           (50,000)
   Payment of capital lease payable             (54,678)              -
   Proceeds from rights offering                   -             1,382,751
   Registration costs                              -              (113,518)
   Proceeds from exercise of
    common stock options                         86,346            319,310
                                              ---------          ---------
       Net cash provided by (used in)
        financing activities                    (66,295)         1,490,580
                                              ---------        -----------
Net increase in cash                            248,463             38,386
Cash at beginning of year                       613,513            789,883
                                              ---------        -----------
Cash at end of period                      $    861,976      $     828,269
                                              =========        ===========
Supplemental disclosures of cash flow
 information:
   Cash paid during the period for:
       Interest                            $     82,794      $      66,053
       Income taxes                        $      2,952      $        -
   Transfer of temporary equity to
    permanent capital                      $       -         $     140,000







                       See notes to financial statements.


<PAGE>
  06
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999

NOTE 1 - MANAGEMENT REPRESENTATION

     The accompanying financial statements are unaudited for the interim period,
but include all adjustments (consisting only of normal recurring accruals) which
management  considers necessary for the fair presentation of results at June 30,
1999 and 1998. The  preparation of financial  statements in conformity with GAAP
requires the Company to make estimates and assumptions  that affect the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could vary from these estimates.  These financial  statements  should be read in
conjunction with the Company's Annual Report at, and for the year ended December
31,1998,  as filed with the Securities and Exchange Commission on Form 10-K.

     The results reflected for the six-month and three-month  periods ended June
30, 1999,  are not  necessarily  indicative of the results for the entire fiscal
year to end on December 31, 1999.

NOTE 2 -        EARNINGS PER SHARE

     Basic EPS is computed by dividing net income by the weighted-average number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution from the exercise or conversion of other securities into common stock.

NOTE 3 - EXCHANGE OFFERING

     In April 1999, the Company advised Global  Financial Corp.  ("Global") that
as of April 30, 1999 it would no longer provide financial  assistance to Global.
In May 1999, the Company submitted a buy-out plan to leaseholders holding Global
leases  on May 1,  1999.  The plan has been  structured  as a  private  exchange
offering,  whereby the Company  will issue  shares of a 6% Series A  Convertible
Preferred Stock in exchange for an assignment of the Global leases.  The Company
will  exchange  one share of  Preferred  Stock for every $5.00 of  payments,  as
adjusted,  remaining  on each  lease  interest.  The  preferred  shares  will be
convertible  into two shares of the Company's  common stock at the rate of $2.50
per share.  Provided the Company has registered the underlying common shares and
the  closing  stock  price of the Common  Stock is at least  $3.50 per share for
twenty consecutive  trading days,  conversion will automatically take place. The
Preferred Stock will pay a quarterly dividend of $.075 per share.

     The Company has not yet determined the dollar value of the lease  interests
exchanged, nor the number of preferred shares to be issued.


NOTE 4 -      INCOME TAXES

     Based on its  review  of  current  operating  results  and  other  factors,
management  believes  that it is more likely than not that the tax benefits from
net  operating   losses  and  other   deferred  tax  assets  will  be  realized.
Accordingly,  as of June 30,  1999 the Company  has  recorded a net  reversal of
$367,000 of federal tax valuation allowances and $119,000 of state tax valuation
allowances to offset tax provisions accrued on current taxable income.


<PAGE>
  07

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     For the three  months  ended June 30,  1999,  the Company  achieved  record
revenues of  $15,068,000,  an  increase of 42% over the second  quarter of 1998.
This was the second  consecutive  quarter of record  revenues  for the  Company.
During  the  six  month  period  ended  June  30,  1999,   total  revenues  were
$27,590,000,  an  increase  of 30% over the 1998  comparable  period.  Continued
strength in the equity  markets as  reflected  in  transaction  volume and stock
prices, as well as the addition of new affiliate  brokers,  helped contribute to
the record results.

     Commission   revenues   from  the  sale  of  listed  and   over-the-counter
securities,   mutual  funds,   fees  from  managed  accounts  and  other  agency
transactions  increased to $19,978,000  (72% of total revenues) during the first
half of 1999, from  $15,442,000  (73% of total  revenues)  during the comparable
1998  period.  For the  second  quarter  of 1999,  commission  revenues  rose to
$10,200,000  (68% of total  revenues) from  $7,814,000  (74% of total  revenues)
during the same period in 1998.  Most of the increase was  attributable to gains
in commissions from equity trades and mutual fund investments.

     The  largest  percentage  revenue  increase  was in the  area of  principal
transactions,  which  rose from  $2,059,000  in the  second  quarter  of 1998 to
$4,274,000 during the same period in 1999, an increase of over 100%. For the six
month period the increase was $2,137,000,  or 48% over the comparable  period in
1998.  This was due to significant  increases in  market-making  and proprietary
trading in  over-the-counter  equity and debt securities,  as well as unrealized
gains on inventory positions.  The value of securities held in inventory can and
do fluctuate significantly from period to period.

     Compensation  and  benefits  increased  25% over the  comparable  six month
period of the prior year. This category includes salaries,  commission  expense,
payroll taxes and fringe benefits for salaried  employees.  Commissions  paid to
registered  representatives  for the first half of 1999 was $17,265,000  (63% of
total revenues) as compared to $13,572,000  (64% of total revenues) in the first
half of 1998.  The  increase is directly  related to the higher  level of agency
trades  transacted  by  the  Company's  registered  representatives.  Commission
expense as a percentage of total revenues will  fluctuate  within a narrow range
depending  upon the  product  mix of  commission-based  business  and  principal
transactions. This percentage will also fluctuate based upon the contribution to
revenues  from  the  Company's   in-house  brokers  and  affiliated   registered
representatives. In-house brokers usually receive a lower commission payout than
independent affiliates but are not generally required to pay their own overhead.

     For the six months  ended June 30,  1999,  the  Company  paid  salaries  of
$2,391,000 for  management,  operations and trading and clerical  personnel,  as
compared to $2,074,000  in the first half of 1998.  Salaries paid for the second
quarter of 1999 were $1,243,000, compared with $1,040,000 for the second quarter
of 1998. This increase reflects the overall growth of support staff required for
current  operations.  Salaries are  projected to increase for the balance of the
year due to the hiring of a Chief Sales  Officer  and other sales and  marketing
professionals in the third quarter of 1999.

     Clearing costs increased for the first six months in 1999 to $2,266,000 (8%
of total  revenues) from  $1,742,000 (8% of total  revenues) in 1998. The dollar
increase in clearing costs was attributable to higher  transactions  volume, but
was  partially  offset by clearing  discounts  and rebates.  The  percentage  of
clearing costs to gross revenues remained constant,  but can fluctuate depending
upon the product  mix.  Some  transactions,  such as options  and bonds,  have a
higher execution and clearing cost than others.

     Both data  communications  and  occupancy  costs  exceeded  the prior year,
reflecting the Company's growth. The increase of $110,000,  or 9%, to $1,291,000
over the comparable  1998 six month period,  is primarily due to the increase in
rent expense for the Company's expanded headquarters.  Higher communications and
market data service costs  associated with the growth in business  activity also
contributed to the increase.

     The Company has experienced a major reduction in the category of legal fees
and settlements in 1999. Whereas the total expense for the 1998 six month period
was $1,360,000,  or 6% of total revenues, the 1999 corresponding period declined
to  $662,000,  or  2%  of  total  revenues.  Through  enhanced  supervision  and
compliance measures, the Company has made progress towards reducing its exposure
to  customer  claims  arising  out of  securities  activities.  The  Company  is
currently a respondent in various  customer  claims arising in the normal course
of its securities business;  however, none of these claims is expected to have a
material impact on its financial condition or operating results.

<PAGE>
08



     In  1998  management  began  a full  review  of the  collectibility  of the
Company's loans to Global  Financial Corp.  ("Global").  Based on various events
and  circumstances,  including  the  default  status  of the  loans,  management
determined  that the loans had been impaired and a reserve for  uncollectibility
of  $875,000  was  required at June 30,  1998.  The  reserve  was  increased  to
$1,775,000 in the fourth quarter of 1998. (See "Liquidity and Capital Resources"
for further discussion of Global matters.)

     Other  operating  expenses  decreased by $57,000 to $1,497,000 (5% of total
revenues)  during the first six months of 1999 when  compared to the same period
in 1998.  Cost  stability  during this period was  achieved by the  reduction in
advertising costs. The advertising and marketing campaigns, which were completed
and  expensed  in  1998,  are  continuing  to  produce   results  in  registered
representative  recruitment and name recognition.  However,  the Company expects
the cost for  advertising  and  recruitment to increase for the remainder of the
fiscal year, as it launches new advertising and business  development  campaigns
for its brokerage operations,  particularly its discount brokerage division, and
incurs other costs associated with branding efforts.

     The  effective  income tax rates for the six months and three  months ended
June 30,  1999 were 7.8% and  13.7%,  respectively,  as  compared  to 33% in the
respective 1998 periods.  Tax provisions  accrued at regular  statutory rates on
1999  income have been offset in part by the  reversal of  valuation  allowances
established in fiscal 1998, because  management  currently believes that the tax
benefits  provided by deferred tax assets will be realized.  Management  expects
that tax expense on additional 1999 income will be accrued at rates ranging from
35% to 40%.

     For the six month period, the Company reported net income of $1,357,000, or
$.14 and $.13 per basic and diluted share,  respectively,  as compared to a loss
of  ($1,207,000),  or ($.13) per basic and diluted share for the 1998 comparable
period.  Net income for the 1999 second quarter was $709,000,  or $.07 per basic
and diluted share,  as compared to a loss of  ($1,227,000),  or ($.13) per basic
and diluted share in the second quarter of 1998. Operating results will continue
to be dependent upon general  economic and  securities  market  conditions,  and
management's   ability   to   continue   to   recruit   productive    registered
representatives and to contain administrative and legal costs.

Liquidity and Capital Resources

     The  Company  maintains  a  highly  liquid  balance  sheet  with 60% of the
Company's assets consisting of cash and cash equivalents,  securities owned, and
receivables  from  the  Company's   clearing  firm  and  other   broker-dealers.
Market-making  and other  securities  dealer  activities  require the Company to
carry significant  levels of securities  inventory in order to meet customer and
internal  trading  needs.  The balances in the  Company's  cash,  inventory  and
clearing  firm  accounts  can and do  fluctuate  significantly  from day to day,
depending  on  market  conditions,   daily  trading  activity,   and  investment
opportunities.  The Company monitors these accounts on a daily basis in order to
ensure  compliance  with  regulatory   capital   requirements  and  to  preserve
liquidity.

     Net cash provided by operating  activities for the six months was $575,000.
The  primary  source  of this  increase  was net  income  for the six  months of
$1,357,000,  the reduction in the clearing firm receivable of $1,452,000, and an
increase in accrued  liabilities of  $1,091,000.  The net increase in securities
inventories of $3,324,000 was an offsetting factor.

     Investing and financing  activities required cash of $327,000 over the last
six months.  Additions to capital expenditures consumed $243,000,  most of which
was for the renovation of the newly acquired space at the headquarters  complex,
as well as the purchase of additional  computer and  technology  equipment.  The
Company  projects  additional  expenditures for  infrastructure  and technology,
including  the  planned  new  corporate  office  in  Richmond,  Virginia,  to be
approximately  $450,000 for the remainder of fiscal 1999.  Debt  repayments used
cash of $153,000,  while  proceeds  from the  exercise of common  stock  options
provided cash of $86,000.
<PAGE>
09



     In October  1998,  the Company  issued a series of  Convertible  Promissory
Notes aggregating $570,000 to a private investor in consideration of $300,000 in
cash and an income  stream from  equipment  lease  investments  with a remaining
balance of approximately  $270,000.  The notes carry interest at the rate of 10%
per annum, payable  semi-annually on April 1 and October 1 of each year, and are
convertible  into a maximum of 380,000  shares of the Company's  Common Stock at
the rate of $1.50 per  share.  The notes  mature in five  years;  however,  with
respect to one note in the principal amount of $300,000, the Company is required
to pay 20% of the original  outstanding  principal amount into a sinking fund on
or before each annual  anniversary date of the Notes.  Thus, the Company will be
required  to deposit  $60,000 by October 1, 1999 into the  sinking  fund for the
retirement of this note.

     In April  1999,  the  Company  advised  Global that as of April 30, 1999 it
would no longer provide financial assistance to Global. In May 1999, the Company
submitted a buy-out plan to  leaseholders  holding Global leases on May 1, 1999.
The plan has been structured as a private exchange offering, whereby the Company
will issue 6% Series A Convertible Preferred Stock in exchange for an assignment
of the Global leases. The Company will exchange one share of Preferred Stock for
every $5.00 of payments,  as adjusted,  remaining  on each lease  interest.  The
preferred  shares will be  convertible  into two shares of the Company's  common
stock at the rate of $2.50  per  share.  The  preferred  stock is  automatically
converted  into common stock if (1) the Company has  registered  the  underlying
common  shares for public  distribution  and (2) the closing price of the common
stock is at least $3.50 per share for twenty (20) consecutive  trading days. The
Preferred  Stock will pay a quarterly  dividend of $.075 per share.  The Company
has not yet determined the dollar value of the lease interests exchanged, or the
number of preferred shares to be issued.

     Leaseholders  who accept the  exchange  offering  will assign all rights to
their leases,  and will sign a general  release and  assignment of claims to the
Company.  There is no assurance as to the dollar amount or collectibility of any
lease  payments  that may be acquired by the Company as a result of the exchange
offering.

     Management  believes  that  operating  income will  satisfy  the  Company's
liquidity needs, at least through the current fiscal year.

Year 2000 Issue

     The onset of the year 2000 brings  challenges to companies who use and rely
on computers  and  technology as a function of their  businesses.  Many existing
computer programs were designed and developed without  considering the impact of
the upcoming  change in the century.  If not  corrected,  many computer  systems
could malfunction and lead to significant business delays and disruptions in the
U.S. and internationally by or at the year 2000.

     The Company has reviewed its  compliance  with what has come to be known as
the Year 2000 Issue  ("Y2K").  The  Company  does not create or develop  its own
proprietary  computer  programs.  Rather,  it is reliant  on outside  vendors or
providers for  verification of the compliance of their  applications,  which are
utilized by the Company.  The Company has  currently  identified 17 programs and
applications that were purchased/licensed by the Company for various departments
as mission  critical  systems  requiring  compliance with Y2K. We have requested
each vendor to supply verification that the program and/or application  utilized
by the firm is, or will be, Y2K compliant before the Year 2000. To date, none of
these  vendors  have  failed to  provide a  statement  of  compliance.  The most
significant of these outside vendors is the Company's clearing firm,  Schroder &
Co.,  Inc.  Schroder  & Co.  has been  mandated  by the NYSE to  participate  in
industry testing of all computer interfaces  relating to securities  processing.
These tests have been ongoing since early Spring 1999. To date,  the Company has
not been advised of any problems relating to the clearing firm's compliance with
Y2K  readiness.  The Company has  participated  with  Schroder in point to point
testing of their  interfaces  and  applications.  These tests were  successfully
completed in June 1999.

     The  Company  has  designated  an  individual  within the  organization  to
coordinate the Y2K compliance  issues and to communicate  with each software and
service provider, to ensure Y2K compliance before the turn of the century. While
management  has  not  finalized  an  estimate  of the  cost of  internal  system
modifications,  it does not believe that these costs will have a material impact
on the Company's operations in fiscal 1999.

     In addition,  FMSC  inventoried  its computer and systems  operations  that
could be affected by Y2K issues,  including steps to remediate systems requiring
such attention. This has included a review of our facilities,  office equipment,
telecommunications  systems,  market data services and third-party  products and
services used by our company,  and retention of  consultants,  where  necessary.
During  February  1999,  FMSC  issued a letter  to  securities  account  clients
reporting on the progress of its Y2K readiness  program.  The Company is working
to take the necessary steps to ensure,  as far as  practicable,  that the firm's
systems will function without  interruption  after the millennium  change.  FMSC
expects to continue its evaluation process relating to contingency planning.

<PAGE>
  10

                                     PART II

                                OTHER INFORMATION


Item 5.  Other Information.

Leaseholder Private Offering

     During  the  quarter  the  Company  commenced  a private  offering  for the
purposes of offering to buy-out the leaseholders holding Global leases on May 1,
1999.  The Company has offered to  purchase  all Global  leases in exchange  for
shares of Series A Convertible  Preferred Stock paying a cash dividend of 6% per
annum.  The  preferred  stock is  convertible  into two shares of the  Company's
common  stock  at  the  rate  of  $2.50  per  share.   The  preferred  stock  is
automatically  converted into common stock if (1) the Company has registered the
underlying  common shares for public  distribution  and (2) the closing price of
the common stock is at least $3.50 per share for twenty (20) consecutive trading
days.

     Leaseholders  who accept the  exchange  offering  will assign all rights to
their leases,  and will sign a general  release and  assignment of claims to the
Company.  There is no assurance as to the dollar amount or collectibility of any
lease  payments  that may be acquired by the Company as a result of the exchange
offering.

     The Company has not yet determined the dollar value of the lease  interests
exchanged nor the total number of preferred shares to be issued.

     The securities  offered in the exchange  offering have not been  registered
under the  Securities  Act and may not be offered  or sold in the United  States
absent registration or an applicable exemption from registration requirements.


Item 6.           Exhibits and Reports on Form 8-K.

                           (a)  Exhibits

                           None.

                           (b)  Reports on Form 8-K

                           There were no reports on Form 8-K filed.

<PAGE>
  11

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,   thereunto  duly   authorized.

                                        FIRST  MONTAUK   FINANCIAL  CORP.
                                        (Registrant)



Dated: August 12, 1999                  /s/ William J. Kurinsky
                                        ----------------------------------
                                        William J. Kurinsky
                                        Secretary/Treasurer
                                        Chief Financial Officer and
                                        Principal Accounting Officer



                                        /s/ Herbert Kurinsky
                                        ----------------------------------
                                        Herbert Kurinsky
                                        President

<PAGE>
  12


                                 EXHIBIT INDEX
                                 -------------

               Exhibit 27 -   Financial Data Schedule


<TABLE> <S> <C>


<ARTICLE>                                           BD
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>               0000083125
<NAME>              First Montauk Financial Corp.
<MULTIPLIER>                                   1,000

<S>                                            <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              Dec-31-1999
<PERIOD-START>                                 Apr-1-1999
<PERIOD-END>                                   Jun-30-1999
<CASH>                                       862
<RECEIVABLES>                                1489
<SECURITIES-RESALE>                            0
<SECURITIES-BORROWED>                          0
<INSTRUMENTS-OWNED>                          6077
<PP&E>                                       2117
<TOTAL-ASSETS>                               14091
<SHORT-TERM>                                   0
<PAYABLES>                                   3198
<REPOS-SOLD>                                   0
<SECURITIES-LOANED>                            0
<INSTRUMENTS-SOLD>                           394
<LONG-TERM>                                   2740
                          0
                                    0
<COMMON>                                     5067
<OTHER-SE>                                   2654
<TOTAL-LIABILITY-AND-EQUITY>                 14091
<TRADING-REVENUE>                            4274
<INTEREST-DIVIDENDS>                         489
<COMMISSIONS>                                10200
<INVESTMENT-BANKING-REVENUES>                105
<FEE-REVENUE>                                   0
<INTEREST-EXPENSE>                           40
<COMPENSATION>                               10829
<INCOME-PRETAX>                              821
<INCOME-PRE-EXTRAORDINARY>                   821
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                 709
<EPS-BASIC>                                .07
<EPS-DILUTED>                                .07



</TABLE>


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