##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005.



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: 0-29337



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SUMMIT FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 05-0577932                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



980 North Federal
Highway

Suite 310

Boca Raton, FL 33432

(561) 338-2800

(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.    x  Yes ̈No



Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:



|                                         |  |                                   
|---------------------------------------- |  | ----------------------------------
|Class                                    |  | Outstanding as of November 8, 2005
|Common Stock Par value $0.0001 per share |  | 28,210,075                        



Transitional Small
Business Disclosure Format ̈Yes    x  No



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##### Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC.



INDEX



|                               |  |            |  |                                                                                                                   |  |     
|------------------------------ |  | ---------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |            |  |                                                                                                                   |  | Page
|PART I -
FINANCIAL INFORMATION |  |           
|                               |  |            | 
|                               |  | Item 1.    |  | Financial Statements                                                                                              |  |     
|                               |  |            | 
|                               |  |            |  | Condensed Consolidated Statement of Financial Condition at September 30, 2005 (unaudited)                         |  | 3   
|                               |  |            | 
|                               |  |            |  | Condensed Consolidated Statements of Income for the Three Months ended September 30, 2005 and 2004 (unaudited)    |  | 4   
|                               |  |            | 
|                               |  |            |  | Condensed Consolidated Statements of Income for the Nine Months ended September 30, 2005 and 2004 (unaudited)     |  | 5   
|                               |  |            | 
|                               |  |            |  | Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2005 and 2004 (unaudited) |  | 6   
|                               |  |            | 
|                               |  |            |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                    |  | 7   
|                               |  |            | 
|                               |  | Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 9   
|                               |  |            | 
|                               |  | Item 3.    |  | Controls and Procedures                                                                                           |  | 12  
|                               | 
|PART II -
OTHER INFORMATION    |  |           
|                               |  |            | 
|                               |  | Item 6.    |  | Exhibits                                                                                                          |  | 13  
|                               |  |           
|                               |  | SIGNATURES |  | 15                                                                                                               



FORWARD LOOKING
STATEMENTS



This Report contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). When used in this Report, the
words may, will, expect, anticipate, continue, estimate, project or intend and similar expressions identify forward-looking statements regarding events,
conditions and financial trends in connection with our future plan of operations, business strategy, operating results and financial position. Discussions containing such forward-looking statements may be found in Managements Discussion
and Analysis of Financial Condition and Results of Operations. Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance. Such forward-looking statements by their
nature involve substantial risks and uncertainties, certain of which are beyond the Companys control, and actual results for future periods could differ materially from those discussed in this Report, depending on a variety of important
factors, among which are the success or failure of managements efforts to implement its business strategy; the level of acquisition opportunities available to the Company and the Companys ability to price and negotiate such transactions
on a favorable basis; the Companys ability to properly manage growth and successfully integrate acquired companies and operations; the Companys ability to compete with major established companies; the Companys ability to attract
and retain qualified personnel; economic and financial market conditions generally; and other risks and uncertainties which may be described from time to time in the Companys filings with the Securities and Exchange Commission (the
SEC), including the Companys annual report on Form 10-KSB for the fiscal year ended December 31, 2004 (file no. 0-29337).



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of
Financial Condition

September 30, 2005 (Unaudited)



|                                                                                                                                                                                                        |  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                                                                                                                                                                  |  |   |            |  
|                                                                                                                                                                                                        | 
|Cash and cash equivalents                                                                                                                                                                               |  | $ | 3,511,646  |  
|Deposit held at clearing broker                                                                                                                                                                         |  |   | 25,642     |  
|Securities owned                                                                                                                                                                                        |  |   | 7,605      |  
|Commissions receivable                                                                                                                                                                                  |  |   | 839,727    |  
|Prepaid expenses                                                                                                                                                                                        |  |   | 74,480     |  
|Other receivables, net                                                                                                                                                                                  |  |   | 254,378    |  
|Goodwill & customer list, net                                                                                                                                                                           |  |   | 1,085,416  |  
|Property and equipment at cost, less accumulated depreciation of $38,065                                                                                                                                |  |   | 68,571     |  
|                                                                                                                                                                                                        |  |   |            |  
|TOTAL ASSETS                                                                                                                                                                                            |  | $ | 5,867,465  |  
|                                                                                                                                                                                                        |  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                    |  |   |            |  
|                                                                                                                                                                                                        | 
|LIABILITIES                                                                                                                                                                                             |  |   |            |  
|                                                                                                                                                                                                        | 
|Accounts payable and accrued expenses                                                                                                                                                                   |  | $ | 693,294    |  
|Accrued commission expense                                                                                                                                                                              |  |   | 1,299,877  |  
|Note payable, net                                                                                                                                                                                       |  |   | 604,210    |  
|                                                                                                                                                                                                        |  |   |            |  
|TOTAL LIABILITIES                                                                                                                                                                                       |  |   | 2,597,381  |  
|                                                                                                                                                                                                        | 
|STOCKHOLDERS EQUITY                                                                                                                                                                                    |  |   |            |  
|Preferred stock, 150,000 authorized shares designated as Series A 12% cumulative convertible; par value $0.0001 per share; 125,000 Series A
issued and outstanding (liquidation preference of $125,000) |  |   | 13         |  
|Common stock, par value $0.0001 per share; authorized 60,000,000 shares; 28,224,987 issued and 28,210,075 outstanding                                                                                   |  |   | 2,822      |  
|Additional paid-in capital                                                                                                                                                                              |  |   | 8,848,598  |  
|Unearned stock compensation                                                                                                                                                                             |  |   | (303,416   | )
|Treasury stock (at cost)                                                                                                                                                                                |  |   | (10,884    | )
|Accumulated deficit                                                                                                                                                                                     |  |   | (5,267,049 | )
|                                                                                                                                                                                                        |  |   |            |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                                              |  |   | 3,270,084  |  
|                                                                                                                                                                                                        |  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                              |  | $ | 5,867,465  |  
|                                                                                                                                                                                                        |  |   |            |  



See accompanying notes
to unaudited condensed consolidated financial statements.



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##### Table of Contents

SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Income



|                                    |  |                                          |            |             |   |           
|----------------------------------- |  | ---------------------------------------- | ---------- | ----------- | - | ----------
|                                    |  | For The Three Months Ended September 30,
|                                    |  | 2005                                     |            | 2004       
|                                    |  | (Unaudited)                              |            | (Unaudited)
|REVENUES                            |  |                                          |            |             |   |           
|Commissions                         |  | $                                        | 6,252,765  |             | $ | 3,743,685 
|Interest and dividends              |  |                                          | 225,800    |             |   | 156,509   
|Other                               |  |                                          | 62,013     |             |   | 60,980    
|                                    |  |                                          |            |             |   |           
|                                    |  |                                          | 6,540,578  |             |   | 3,961,174 
|                                    |  |                                          |            |             |   |           
|EXPENSES                            |  |                                          |            |             |   |           
|Commissions and clearing costs      |  |                                          | 5,082,210  |             |   | 2,971,531 
|Employee compensation and benefits  |  |                                          | 749,224    |             |   | 574,073   
|Occupancy and equipment             |  |                                          | 114,832    |             |   | 110,973   
|Communications                      |  |                                          | 88,534     |             |   | 90,389    
|Professional expenses               |  |                                          | 344,945    |             |   | 46,851    
|Depreciation and amortization       |  |                                          | 50,436     |             |   | 44,748    
|Other operating expenses            |  |                                          | 14,193     |             |   | 81,156    
|                                    |  |                                          |            |             |   |           
|                                    |  |                                          | 6,444,374  |             |   | 3,919,721 
|                                    |  |                                          |            |             |   |           
|NET INCOME BEFORE INCOME TAXES      |  |                                          | 96,204     |             |   | 41,453    
|                                    |  |                                         
|PROVISION FOR INCOME TAXES          |  |                                          |           |             |   |          
|                                    |  |                                          |            |             |   |           
|NET INCOME                          |  | $                                        | 96,204     |             | $ | 41,453    
|                                    |  |                                          |            |             |   |           
|BASIC EARNINGS PER SHARE            |  | $                                        | 0.00       |             | $ | 0.00      
|                                    |  |                                          |            |             |   |           
|DILUTED EARNINGS PER SHARE          |  | $                                        | 0.00       |             | $ | 0.00      
|                                    |  |                                          |            |             |   |           
|WEIGHTED AVERAGE SHARES OUTSTANDING |  |                                          |            |             |   |           
|BASIC                               |  |                                          | 28,210,075 |             |   | 28,195,080
|                                    |  |                                          |            |             |   |           
|DILUTED                             |  |                                          | 29,941,472 |             |   | 30,241,799
|                                    |  |                                          |            |             |   |           



See accompanying notes
to unaudited condensed consolidated financial statements.



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SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Income



|                                    |  |                                         |            |             |   |           
|----------------------------------- |  | --------------------------------------- | ---------- | ----------- | - | ----------
|                                    |  | For The Nine Months Ended September 30,
|                                    |  | 2005                                    |            | 2004       
|                                    |  | (Unaudited)                             |            | (Unaudited)
|REVENUES                            |  |                                         |            |             |   |           
|Commissions                         |  | $                                       | 15,828,358 |             | $ | 12,379,502
|Interest and dividends              |  |                                         | 578,787    |             |   | 434,076   
|Other                               |  |                                         | 191,765    |             |   | 219,731   
|                                    |  |                                         |            |             |   |           
|                                    |  |                                         | 16,598,910 |             |   | 13,033,309
|                                    |  |                                         |            |             |   |           
|EXPENSES                            |  |                                         |            |             |   |           
|Commissions and clearing costs      |  |                                         | 12,684,667 |             |   | 9,843,563 
|Employee compensation and benefits  |  |                                         | 2,141,955  |             |   | 1,756,598 
|Occupancy and equipment             |  |                                         | 343,557    |             |   | 343,247   
|Communications                      |  |                                         | 254,912    |             |   | 291,524   
|Professional expenses               |  |                                         | 591,073    |             |   | 313,774   
|Depreciation and amortization       |  |                                         | 149,030    |             |   | 148,381   
|Other operating expenses            |  |                                         | 263,972    |             |   | 274,528   
|                                    |  |                                         |            |             |   |           
|                                    |  |                                         | 16,429,166 |             |   | 12,971,615
|                                    |  |                                         |            |             |   |           
|NET INCOME BEFORE INCOME TAXES      |  |                                         | 169,744    |             |   | 61,694    
|                                    |  |                                        
|PROVISION FOR INCOME TAXES          |  |                                         |           |             |   |          
|                                    |  |                                         |            |             |   |           
|NET INCOME                          |  | $                                       | 169,744    |             | $ | 61,694    
|                                    |  |                                         |            |             |   |           
|BASIC EARNINGS PER SHARE            |  | $                                       | 0.01       |             | $ | 0.00      
|                                    |  |                                         |            |             |   |           
|DILUTED EARNINGS PER SHARE          |  | $                                       | 0.01       |             | $ | 0.00      
|                                    |  |                                         |            |             |   |           
|WEIGHTED AVERAGE SHARES OUTSTANDING |  |                                         |            |             |   |           
|BASIC                               |  |                                         | 28,201,342 |             |   | 28,170,843
|                                    |  |                                         |            |             |   |           
|DILUTED                             |  |                                         | 29,982,451 |             |   | 30,453,318
|                                    |  |                                         |            |             |   |           



See accompanying notes
to unaudited condensed consolidated financial statements.



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SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES



Condensed Consolidated Statements of Cash Flows



|                                                                             |  |                                        |           |   |             |   |           |  
|---------------------------------------------------------------------------- |  | -------------------------------------- | --------- | - | ----------- | - | --------- | -
|                                                                             |  | For The Nine MonthsEnded September 30, |          
|                                                                             |  | 2005                                   |           |   | 2004        |  
|                                                                             |  | (Unaudited)                            |           |   | (Unaudited) |  
|Cash flows from operating activities                                         |  |                                        |           |   |             |   |           |  
|Net income                                                                   |  | $                                      | 169,744   |   |             | $ | 61,694    |  
|Adjustments to reconcile net income to net cash used by operating activities |  |                                        |           |   |             |   |           |  
|Depreciation                                                                 |  |                                        | 14,102    |   |             |   | 12,259    |  
|Stock based compensation / consultant expenses, net                          |  |                                        | 122,164   |   |             |   | 136,762   |  
|Gain on disposition of assets                                                |  |                                        |          |   |             |   | (1,071    | )
|Amortization of customer list and imputed interest                           |  |                                        | 163,472   |   |             |   | 178,222   |  
|Changes in:                                                                  |  |                                        |           |   |             |   |           |  
|Deposit held at clearing broker                                              |  |                                        | 50,519    |   |             |   | (64       | )
|Commissions receivable                                                       |  |                                        | (560,738  | ) |             |   | (367,416  | )
|Other receivables                                                            |  |                                        | (90,730   | ) |             |   | 13,099    |  
|Prepaid expenses and other                                                   |  |                                        | 195,725   |   |             |   | 21,226    |  
|Securities owned                                                             |  |                                        | (4,545    | ) |             |   | (9,053    | )
|Accounts payable and accrued expenses                                        |  |                                        | (102,247  | ) |             |   | (27,818   | )
|Accrued commission expense                                                   |  |                                        | 375,644   |   |             |   | 78,087    |  
|                                                                             |  |                                        |           |   |             |   |           |  
|Net cash provided by operating activities                                    |  |                                        | 333,110   |   |             |   | 95,927    |  
|                                                                             |  |                                        |           |   |             |   |           |  
|Cash flows from investing activities                                         |  |                                        |           |   |             |   |           |  
|Purchase of property and equipment                                           |  |                                        | (27,740   | ) |             |   | (8,637    | )
|Proceeds from disposition of assets                                          |  |                                        |          |   |             |   | 3,442     |  
|                                                                             |  |                                        |           |   |             |   |           |  
|Net cash used by investing activities                                        |  |                                        | (27,740   | ) |             |   | (5,195    | )
|                                                                             |  |                                        |           |   |             |   |           |  
|Cash flows from financing activities                                         |  |                                        |           |   |             |   |           |  
|Payment of preferred stock dividend                                          |  |                                        | (15,000   | ) |             |   | (18,000   | )
|Payments on debt obligations                                                 |  |                                        | (271,083  | ) |             |   | (305,517  | )
|                                                                             |  |                                        |           |   |             |   |           |  
|Net cash used by financing activities                                        |  |                                        | (286,083  | ) |             |   | (323,517  | )
|                                                                             |  |                                        |           |   |             |   |           |  
|Net increase (decrease) in cash and cash equivalents                         |  |                                        | 19,287    |   |             |   | (232,785  | )
|                                                                             |  |                                       
|Cash and cash equivalents at beginning of period                             |  |                                        | 3,492,359 |   |             |   | 3,111,117 |  
|                                                                             |  |                                        |           |   |             |   |           |  
|Cash and cash equivalents at end of period                                   |  | $                                      | 3,511,646 |   |             | $ | 2,878,332 |  
|                                                                             |  |                                        |           |   |             |   |           |  



See accompanying notes
to unaudited condensed consolidated financial statements.





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SUMMIT FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES



NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS



September 30, 2005



NOTE 1 - GENERAL



The condensed consolidated financial statements for the nine-month periods ended September 30, 2005 and
September 30, 2004 reflect all adjustments (consisting only of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods indicated.
The consolidated financial statements herein should be read in conjunction with the audited consolidated financial statements and notes thereto, together with managements discussion and analysis of financial condition and results of
operations, contained in the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 for Summit Financial Services Group, Inc. (the Company). The results of operations for the three- and nine-month periods ended
September 30, 2005 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2005.



In the event the Companys operations are negatively impacted by downturns in the economy, in general, or the financial markets, in particular, the
Company may need to raise or borrow additional funds to support its operating requirements. There can be no assurance that any such sources of financing would be available when needed, on commercially reasonable terms, or at all. Also, in the normal
course of business, the Company evaluates acquisitions of businesses that compliment its business. In connection with any acquisitions, the Company may issue additional securities, which could result in dilution for existing shareholders.



NOTE 2 - STOCKHOLDERS EQUITY



Basic earnings per share is computed by dividing the net income available to
common shareholders for the relevant period by the weighted average number of shares of common stock issued and outstanding during the period. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average
number of shares of common stock and the number of dilutive common stock equivalents. The number of dilutive common stock equivalents includes the effect of stock options calculated using the treasury stock method and the number of issuable shares
upon the conversion of preferred stock.



As of
September 30, 2005, the Company had options and warrants outstanding entitling the holders thereof to purchase a total of approximately 13.4 million shares of common stock. The Company also had outstanding shares of preferred stock
convertible into approximately 140,000 shares of common stock. For purposes of computing diluted earnings per share, the Company has assumed the exercise of options and warrants for approximately 7.6 million shares only, since the options and
warrants for the remaining approximately 6.0 million shares are either non- or anti-dilutive, as are the shares issuable upon conversion of the preferred stock.



Preferred stock dividends in arrears as of September 30, 2005 approximated $17,000.



Stock-Based Awards



In December 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS No. 148). SFAS No. 148 provides companies
alternative methods of transitioning to the fair value method of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123) to account for stock-based employee
compensation. SFAS No. 148 also requires certain disclosures in both annual and quarterly financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS
No. 148 does not mandate fair value accounting for stock-based employee compensation, but does require all companies to meet the disclosure requirements. The Company has not adopted fair value accounting for its employee stock options. During
the three-month period ended September 30, 2005, the Company issued, or committed to issue, options entitling the holders thereof to purchase up to 7,500 shares of common stock at an exercise price of $0.50 per share.



The Company currently accounts for stock-based employee compensation using
the intrinsic value method under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). The Company accounts for stock-based compensation of
non-employees using the fair market value method under the provisions of SFAS No. 123. Most often, options are granted for the provision of future services, such as continued employment or, in the case of independent registered representatives,
their affiliation with the Company.



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Consequently, the options typically provide for vesting over a period of years, with a certain percentage
of the options vesting each year upon the anniversary date of the grant if the grantee is then still affiliated with the Company. In certain instances, unearned stock compensation is recorded for options issued to either employees or non-employees
for services to be rendered in the future. Any unearned stock compensation is generally amortized over the period the underlying options are earned, which is typically the vesting period. SFAS No. 123 also requires that companies electing to
continue to use the intrinsic value method for options issued to employees make pro forma disclosure of net income and net income per share as if the fair value method of accounting had been applied. The Company uses the Black-Scholes option pricing
model to estimate the fair value of these options. The effects of applying SFAS No. 123 during the periods ended September 30, 2005 and 2004 are as follows:



|                                                                                                                                        |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------------ | - | ------- | ------------------ |  | - | ------------------ | - |  | - | -------- | -
|                                                                                                                                        |  | Three Months Ended |         |   | Nine Months Ended  |  
|                                                                                                                                        |  | September 30, 2005 |         |   | September 30, 2004 |   |         | September 30, 2005 |  |   | September 30, 2004 |  
|Net income as reported:                                                                                                                 |  | $                  | 96,204  |   |                    | $ | 41,453  |                    |  | $ | 169,744            |   |  | $ | 61,694   |  
|Deduct: Additional stock-based compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                    | (60,090 | ) |                    |   | (54,363 | )                  |  |   | (197,033           | ) |  |   | (133,266 | )
|                                                                                                                                        |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  
|Pro forma net income (loss)                                                                                                             |  | $                  | 36,114  |   |                    | $ | (12,910 | )                  |  | $ | (27,289            | ) |  | $ | (71,572  | )
|                                                                                                                                        |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  
|Net income (loss) per share:                                                                                                            |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  
|Basic and diluted  as reported                                                                                                         |  | $                  | 0.00    |   |                    | $ | 0.00    |                    |  | $ | 0.01               |   |  | $ | 0.00     |  
|                                                                                                                                        |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  
|Basic and diluted  pro forma                                                                                                           |  | $                  | 0.00    |   |                    | $ | (0.00   | )                  |  | $ | (0.00              | ) |  | $ | (0.00    | )
|                                                                                                                                        |  |                    |         |   |                    |   |         |                    |  |   |                    |   |  |   |          |  



The fair value of each
option grant is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Companys employee stock options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models (including Black-Scholes) do not necessarily provide a reliable single measure
of the fair value of the Companys employee stock options.



NOTE 3 -
INCOME TAXES



Due to the utilization of its net operating
loss carryforwards, there was no provision for either federal or state income taxes for the periods ended September 30, 2005 and 2004.



NOTE 4 - NET CAPITAL REQUIREMENT



Summit Brokerage Services, Inc., the Companys wholly-owned broker-dealer subsidiary (Summit Brokerage), is subject to the Securities and
Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At
September 30, 2005, Summit Brokerage had net capital of $1.55 million, which was $1.30 million in excess of its SEC-required minimum net capital of $250,000. Under SEC Rule 15c3-1, Summit Brokerages aggregate indebtedness to net capital
ratio was 1.70 to 1 at September 30, 2005.



The
Companys computation of Summit Brokerages net capital at September 30, 2005 reflects the determination of the SEC in January 2005 that the unamortized amount of the note payable in connection with the Companys acquisition of
the Boca Branch (the Boca Note) should not be added back to the net capital of Summit Brokerage for purposes of SEC Rule 15c3-1 computations. For periods ended prior to December 31, 2004, the Companys practice had been to
include the Boca Note as an addition to net capital, based upon the Companys belief that the Boca Note is in legal substance an obligation of a subsidiary of Summit Brokerage containing no provision giving the holder of the Boca Note recourse
against Summit Brokerage. The Company was not required to restate net capital for any prior period.



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NOTE 5 - CONTINGENCIES



The Company is a party to legal and regulatory proceedings arising in the normal course of business. Management has provided an accrual for estimated
probable losses, which could result from these matters. Management believes that the range of potential net losses resulting from these proceedings in excess of the accrued amount, if any, will not be material to the Companys financial
position or results of operations.



Summit Brokerage Services,
Inc. (SBS), the Companys broker-dealer subsidiary, is subject to extensive regulation covering all aspects of its securities business. The various governmental authorities and industry self-regulatory organizations that supervise
and regulate broker-dealers have broad enforcement powers to censure, fine, issue cease-and-desist orders or suspend or expel SBS or any of its officers or employees who violate applicable laws or regulations. Additionally, certain regulatory
agencies have the ability to limit SBS growth by restricting the number of offices, or registered representatives, that can be added. Furthermore, new legislation, changes in the rules and regulations promulgated by the SEC or self regulatory
organizations, and changes in the interpretation or enforcement of existing laws and rules often directly affect the operation and profitability of broker-dealers.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis of the Companys financial condition and results of its operations for the three months and nine months ended
September 30, 2005 and 2004 should be read in conjunction with the Companys condensed consolidated financial statements included as Item 1 herein. When used in the following discussions, the words believes,
anticipates, intends, expects, and similar expressions are intended to identify forward-looking statements. As further explained in the section entitled Forward Looking Statements on page 2 herein,
such statements are subject to certain risks and uncertainties, which could cause results to differ materially from those projected.



Overview



The Company is a Florida-based financial services holding company that provides, through our Summit Brokerage Services, Inc. (Summit
Brokerage) operating subsidiary, a broad range of securities brokerage and investment services to primarily individual investors. Summit Brokerage also sells insurance products, predominantly fixed and variable annuities and life insurance,
through its SBS Insurance Agency of Florida, Inc. (SBSIA) subsidiary and related entities. Through its registered investment advisor subsidiary, Summit Financial Group, Inc. (SFG), Summit Brokerage provides asset management
services.



Effective March 2, 2004, we reorganized into a
holding company structure (the Reorganization), whereby Summit Brokerage became the Companys wholly-owned subsidiary, and the Company became the parent of Summit Brokerage and the successor reporting company under the Exchange Act.
Prior to the Reorganization, the common stock of Summit Brokerage was registered under Section 12(b) of the Exchange Act. Upon the consummation of the Reorganization, the Companys common stock was automatically deemed registered under
Section 12(b) of the Exchange Act pursuant to Rule 12g-3(a) of the Exchange Act, and the Company succeeded to Summit Brokerage as the reporting company under the Exchange Act. The Companys common stock commenced trading on the
Over-the-Counter Bulletin Board under the symbol SFNS on March 2, 2004.



Summit Brokerage is a financial services firm that provides full service retail securities brokerage through its network of approximately 180 registered representatives serving retail and, to a much lesser extent,
institutional customer accounts. With the exception of our Boca Branch, which we acquired from Wachovia Securities in January 2003, our approximately 80 other branch offices are owned and operated by independent owners who maintain all appropriate
licenses and are responsible for all office overhead and expenses. Because these independent operators, many of whom are financial planners, are required to pay their own expenses, we generally pay them a much greater percentage of the commissions
and fee income they generate, typically 80% - 90%.



Our
registered representatives offer a broad range of investment products and services. These products and services allow us to generate both commissions (from transactions in securities and other investment products) and fee income (for providing
investment advisory services, namely managing a clients account). The investment products and services offered include mutual funds, annuities, insurance, individual stocks and bonds, and managed money accounts.



Summit Brokerage is registered as a broker-dealer with the Securities and
Exchange Commission, and is a member of NASD, the Securities Investor Protection Corporation and the Municipal Securities Rulemaking Board. Summit Brokerage is licensed to conduct our brokerage activities in all 50 states, as well as the District of
Columbia. Our registered investment advisor, SFG, is licensed to conduct business in 31 states.



Summit Brokerage is a fully-disclosed broker dealer, and therefore relies on its clearing firm to provide the back office support and transaction
processing services necessary to effect transactions on all principal national and international securities exchanges. Additionally, because the clearing firm provides us with access to many other financial products and services that we would not
otherwise be able to offer, we are able to provide our clients with products and services comparable to much larger brokerage firms. In exchange for providing these services, the clearing firm typically charges us a fee every time they effect a
transaction on behalf of the firm or its clients. We have a clearing arrangement with First Clearing, LLC (a subsidiary of Wachovia Corporation).



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In general, our financial results can be impacted by a number of factors, including our ability to
recruit and retain registered representatives as well as general market conditions and volatility, which are often expressions of investor confidence. In periods of waning investor confidence, our revenues may suffer as our clients make fewer
investments. Furthermore, our results during any particular period may be negatively impacted by the incurrence of costs necessary to support our actual and projected growth. As we continue to grow, we may continue to have increases in expenses such
as increased personnel and office costs.



Our business plan is
focused primarily on increasing our network of affiliated registered representatives, which may permit the Company to expand its base of revenue and its network for the retail distribution of securities without the capital expenditures that would be
required to open company-owned offices and the additional administrative and other costs of hiring registered representatives as in-house employees. As was the case with the Boca Branch, however, we will opportunistically evaluate acquisitions,
including those that would result in registered representatives in acquired branches becoming employees of Summit Brokerage.



By their nature, our business activities are highly competitive and are subject to, among other things, general market conditions, including the
volatility of the trading markets and the attractiveness of various forms of investment products. Consequently, our revenues and net income are subject to substantial positive and negative fluctuations due to a variety of factors that cannot be
predicted with great certainty and may result in revenues and net income (or losses) in any particular period that may not be representative of full-year results and may vary significantly from year to year and from quarter to quarter.



Results of Operations



The following discussion relates to the results of operations for the three
months and nine months ended September 30, 2005 (the 2005 Quarter and the 2005 Period) and the comparable periods in the prior year (the 2004 Quarter and the 2004 Period).



Comparison of Three Months Ended September 30, 2005 and
September 30, 2004



Revenue:



Commission revenue of approximately $6.3 million for the 2005 Quarter
represents an increase of approximately $2.5 million, or 67%, when compared to commission revenue of approximately $3.7 million for the 2004 Quarter. This increase in revenue was due to the net addition of several higher-producing registered
representatives during that latter part of 2004 through the first nine months of 2005.



In any quarter, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of
non-equity-related investment products, such as fixed income securities. Additionally, during any quarter, we may add or lose a significant number of registered representatives who focus only on the sale of a particular type or types of investment
product(s) (e.g., insurance, equities, fixed income, etc.).



Expenses:



Commissions and clearing costs increased to approximately
$5.1 million during the 2005 Quarter, which represents an increase of approximately $2.1 million, when compared with the approximately $3.0 million reported for the 2004 Quarter. In general, commissions and clearing costs are directly related to
commission revenue, and will typically increase or decrease proportionately as commission revenues rise and fall. Commissions and clearing costs, as a percentage of commission revenues, increased in the 2005 Quarter to 81% from 80% in the 2004
Quarter, which change was primarily attributable to an increase in the percentage of revenue derived from our independent registered representatives. Because we pay our independent registered representatives at a higher rate than we pay the employee
registered representatives in the Boca Branch, fluctuations in the relative percentage of total commissions generated by the independent network will generally result in similar fluctuations in the ratio of commissions and clearing costs to
commission revenues.



Employee compensation and benefits
increased by approximately $175,000 to approximately $750,000 during the 2005 Quarter, or an approximate increase of 31% when compared with the approximately $575,000 reported for the 2004 Quarter. This increase was due primarily to an increase in
salary and other employee compensation-related expenses, including from the addition of new employees. Additionally, we include within employee compensation and benefits those net expenses related to the issuance of common stock and common stock
equivalents, such as options, to our employees. For the 2005 Quarter, a total of approximately $30,000 of such expenses related to the amortization of unearned stock compensation. For the 2004 Quarter, we expensed a total of approximately $31,000
related to the amortization of unearned stock compensation.



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Occupancy and equipment expenses increased by approximately $4,000, or 4%, to approximately $115,000 in
the 2005 Quarter from approximately $111,000 in the 2004 Quarter. This increase was primarily attributable to an increase in equipment leasing expense.



Communications expenses decreased by approximately $2,000, or 2%, to approximately $89,000 in the 2005 Quarter from approximately $91,000 in the 2004
Quarter.



Professional expenses increased by approximately
$298,000, or 636%, from approximately $47,000 during the 2004 Quarter to approximately $345,000 during the 2005 Quarter. This increase was primarily attributable to an increase in legal fees (and related arbitration / litigation costs), as well as
accounting fees and certain recruiting fees. Professional expenses for the 2005 Quarter also include approximately $23,000 attributable to the net amortization of unearned stock compensation related to the issuance of common stock equivalents to
non-employees. This compares with amortization of unearned stock compensation of $20,000 recorded for the 2004 Quarter.



Other operating expenses decreased by approximately $67,000, or 83%, to approximately $14,000 during the 2005 Quarter versus approximately $81,000 for the
2004 Quarter. Other operating expenses typically include the general and administrative costs incurred by the Company, to the extent such costs are not included elsewhere. Examples of other operating expenses include insurance expense, office
supplies and printing, postage and related expenses, and interest expense. For the 2005 Quarter, although gross other operating expenses remained relatively constant between the 2004 and 2005 Quarter, net other operating expenses decreased primarily
as a result of an increase in certain reimbursements received by the Company.



Net Income:



For the 2005 Quarter, we
generated net income of approximately $96,000, or $0.00 per basic and diluted share, as compared to net income for the 2004 Quarter of approximately $41,000, or $0.00 per basic and diluted share.



Comparison of Nine Months Ended September 30, 2005 and
September 30, 2004



Revenue:



Commission revenue of approximately $15.8 million for the 2005 Period
represents an increase of approximately $3.4 million , or 28%, when compared to commission revenue of approximately $12.4 million for the 2004 Period. This increase in revenue was due to the net addition of several higher-producing registered
representatives during that latter part of 2004 through the first nine months of 2005.



In any period, our mix of business will be impacted by several factors, including, among other things, investor confidence, as reflected by the movements of the equities markets, and the attractiveness of
non-equity-related investment products, such as fixed income securities. Additionally, during any period, we may add or lose a significant number of registered representatives who focus only on the sale of a particular type or types of investment
product(s) (e.g., insurance, equities, fixed income, etc.).



Expenses:



Commissions and clearing costs increased to approximately
$12.7 million during the 2005 Period, which represents an increase of approximately $2.8 million, or 29%, when compared with the approximately $9.8 million reported for the 2004 Period. In general, commissions and clearing costs are directly related
to commission revenue, and will typically increase or decrease proportionately as commission revenues rise and fall. Commissions and clearing costs, as a percentage of commission revenues, remained relatively constant at approximately 80% between
the two Periods. Because we pay our independent registered representatives at a higher rate than we pay the employee registered representatives in the Boca Branch, fluctuations in the relative percentage of total commissions generated by the
independent network will generally result in similar fluctuations in the ratio of commissions and clearing costs to commission revenues.



Employee compensation and benefits increased by approximately $385,000 to approximately $2.14 million during the 2005 Period, or an approximate increase
of 22% when compared with the approximately $1.76 million reported for the 2004 Period. This increase was due primarily to an increase in salary and other employee compensation-related expenses. Additionally, we include within employee compensation
and benefits those net expenses related to the issuance of common



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stock and common stock equivalents, such as options, to our employees. For the 2005 Period, a total of approximately
$85,000 of such expenses related to the amortization of unearned stock compensation. For the 2004 Period, we expensed a total of approximately $79,000 related to the such issuances, of which approximately $74,000 related to the amortization of
unearned stock compensation.



Occupancy and equipment cost of
approximately $344,000 for 2005 Period remained constant with that of approximately $343,000 for the 2004 Period.



Communications costs decreased by approximately $37,000, or 13%, to approximately $255,000 in the 2005 Period from approximately $292,000 in the 2004
Period. The reduction in communications costs between the 2005 Period and the 2004 Period is due to an increase in the amount of we receive as reimbursement for such costs, as well as the absence in the 2005 Period of certain costs associated with
the clearing firm agreement between Summit Brokerage and RBC Dain Correspondent Services (a division of RBC Dain Rauscher Incorporated), which was terminated on November 30, 2004.



Professional expenses increased by approximately $277,000, or 88%, from approximately $314,000 during the 2004 Period to
approximately $591,000 during the 2005 Period. This increase was primarily attributable to an increase in legal fees (and related arbitration / litigation costs), as well as accounting fees and certain recruiting fees. Professional expenses for the
2005 Period also include approximately $33,000 attributable to the net amortization of unearned stock compensation related to the issuance of common stock equivalents to non-employees. This compares with amortization of unearned stock compensation
of $58,000 recorded for the 2004 Period.



Other operating
expenses decreased by approximately $11,000, or 4%, to approximately $264,000 during the 2005 Period versus approximately $275,000 for the 2004 Period. Other operating expenses typically include the general and administrative costs incurred by the
Company, to the extent such costs are not included elsewhere. Examples of other operating expenses include insurance expense, office supplies and printing, postage and related expenses, and interest expense. For the 2005 Period, the decrease in
other operating expenses resulted primarily from an increase in the amount of reimbursements received by the Company, which reimbursements served to offset increases in costs related to, among other things, meetings and conferences.



Net Income:



For the 2005 Period, we generated net income of approximately $170,000, or $0.01 per basic and diluted share, as compared to
net income for the 2004 Period of approximately $62,000, or $0.00 per basic and diluted share. Our results for the 2005 Period benefited from an increase in commission revenue with little corresponding increase in the percentage of commissions and
clearing costs paid. Such increases, however, were partially offset by increases in employee compensation and benefit costs and an increase in professional fees.



Liquidity and Capital Resources



Net cash provided by operating activities totaled approximately $333,000 during the 2005 Period, compared to net cash provided by operating activities of
approximately $96,000 for the 2004 Period.



During the 2005
Period, we purchased approximately $28,000 of property and equipment, which amount was approximately $19,000 more than the approximately $9,000 purchased during the 2004 Period. The Company does not project material capital expenditures over the
next twelve months.



Financing activities used cash of
approximately $286,000 during the 2005 Period, all but $15,000 of which related to payments on the note to Wachovia Securities. During the 2004 Period, financing activities used cash of approximately $324,000, all but $18,000 of which related to
payments on the note to Wachovia Securities.



Inflation.
Inflation has not been a major factor in the Companys business since inception. There can be no assurances that this will continue.



Item 3. Controls and Procedures



The Companys Chief Executive Officer and the Companys Chief Financial Officer evaluated the Companys disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the
Companys Chief Executive Officer and the Companys Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in
the reports that it files with the Securities and Exchange Commission.



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During the quarterly period covered by this report, there were no changes in our internal controls over
financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II. OTHER INFORMATION



Item 6. Exhibits



|       |  |                                                                                                                                                                             
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Name                                                                                                                                                                        
|2.1    |  | Merger Agreement by and among the Registrant, Summit Brokerage Services, Inc. and Summit Transitory Sub, Inc. dated July 17, 2003 (1)                                       
|       | 
|3.1    |  | Amended and Restated Articles of Incorporation (2)                                                                                                                          
|       | 
|3.2    |  | Bylaws (2)                                                                                                                                                                  
|       | 
|10.1   |  | 2000 Incentive Compensation Plan, as amended (8)                                                                                                                            
|       | 
|10.1.1 |  | 2000 Incentive Compensation Plan, as amended on June 22, 2005 (10)                                                                                                          
|       | 
|10.2   |  | Stock Purchase Agreement by and among the Summit Brokerage Services, Inc., Richard Parker and Marshall T. Leeds, dated March 22, 2002 (3)                                   
|       | 
|10.3   |  | Stock Option Agreement between Summit Brokerage Services, Inc. and Marshall T. Leeds dated March 22, 2002 (3)                                                               
|       | 
|10.4   |  | Employment Agreement between the Registrant and Marshall T. Leeds effective July 19, 2004 (9)                                                                               
|       | 
|10.5   |  | Shareholders Voting Agreement and Irrevocable Proxy by and among Summit Brokerage Services, Inc., Marshall T. Leeds, Richard Parker and Joan Parker, dated May 22, 2002 (4)
|       | 
|10.6.1 |  | Commercial Lease between Summit Brokerage Services, Inc. and First America Living Trust, dated May 22, 2002 (4)                                                             
|       | 
|10.6.2 |  | Employment Agreement between Summit Brokerage Services, Inc. and Richard Parker, dated May 22, 2004 (4)                                                                     
|       | 
|10.6.3 |  | Stock Option Agreement between Summit Brokerage Services, Inc. and Richard Parker, dated May 22, 2004 (3)                                                                   
|       | 
|10.6.4 |  | Stock Option Agreement between Summit Brokerage Services, Inc. and Richard Parker, dated May 22, 2004 (3)                                                                   
|       | 
|10.7   |  | Form of Registration Rights Agreement between Summit Brokerage Services, Inc. and certain investors (5)                                                                     
|       | 
|10.8   |  | Form of Warrants dated effective March 19, 2003 (6)                                                                                                                         
|       | 
|10.9   |  | Warrant Agreement between Summit Brokerage Services, Inc. and Steven C. Jacobs dated effective March 19, 2003 (8)                                                           
|       | 
|10.10  |  | Warrant Agreement between Summit Brokerage Services, Inc. and Steven C. Jacobs dated effective April 11, 2003 (8)                                                           
|       | 
|10.11  |  | Stock Purchase Agreement between Summit Brokerage Services, Inc. and Antares Capital Fund III Limited Partnership, dated April 11, 2003 (7)                                 
|       | 
|10.12  |  | Supplemental Letter between Summit Brokerage Services, Inc., Antares Capital Fund III Limited Partnership, and Marshall T. Leeds, dated April 11, 2003 (7)                  
|       | 
|10.13  |  | Registration Rights Agreement between Summit Brokerage Services, Inc. and Antares Capital Fund III Limited Partnership, dated April 11, 2003 (7)                            
|       | 
|10.14  |  | Co-Sale and Voting Rights Agreement between Marshall T. Leeds and Antares Capital Fund III Limited Partnership, dated April 11, 2003 (7)                                    
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                        
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                        



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|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

---

|* | Filed herewith
|- | --------------

|(1) | Incorporated by reference to the Registrants Registration Statement on Form S-4, filed on September 15, 2003, File No. 333-108818
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registrants Registration Statement on Form S-4 (Amendment No. 2), filed on February 12, 2004, File No. 333-108818.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Form 10-QSB for the fiscal quarter ended September 30, 2002 of Summit Brokerage Services, Inc., filed May 24, 2002, file no. 0-29337.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Form 10-QSB for the fiscal quarter ended September 30, 2002 of Summit Brokerage Services, Inc., filed August 19, 2002, file no. 0-29337.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Form 10-KSB for the fiscal year ended December 31, 2002, of Summit Brokerage Services, Inc., filed March 31, 2003, file no. 0-29337.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Form 10-QSB for the fiscal quarter ended September 30, 2003, of Summit Brokerage Services, Inc., filed November 14, 2003, file no.
0-29337.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Form 8-K filed on April. 21, 2003 by Summit Brokerage Services, Inc., file no. 0-29337.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Registrants Form 10-KSB for the fiscal year ended December 31, 2003, filed March 30, 2004, file no. 0-29337.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Registrants Form 10-KSB for the fiscal year ended December 31, 2004, filed March 31, 2005, file no. 0-29337.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Registrants Form 10-QSB for the fiscal quarter ended June 30, 2005, filed August 15, 2005, file no. 0-29337.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------



[Signature Page Follows]



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SUMMIT FINANCIAL SERVICES GROUP, INC.



SIGNATURES



In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                                                                                
|----------------------- |  | -------------------------------------------------------------------------------
|Date: November 14, 2005 |  | Summit Financial Services Group, Inc. (Registrant)                             
|                        | 
|                        |  | /s/ Marshall T. Leeds                                                          
|                        |  | Marshall T. Leeds, Chairman of the Board, Chief
Executive Officer and President
|                        |  | (Principal Executive Officer)                                                  
|                        | 
|Date: November 14, 2005 |  | /s/ Steven C. Jacobs                                                           
|                        |  | Steven C. Jacobs, Executive Vice President and Chief
Financial Officer         
|                        |  | (Principal Accounting Officer)                                                 



EXHIBIT INDEX



|              |  |                                                                                                    
|------------- |  | ---------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | DESCRIPTION                                                                                        
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|              | 
|32.1          |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              | 
|32.2          |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 



15