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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB/A

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
|  |  | For the quarterly period ended March 31, 2003.                                         

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | 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

SUMMIT BROKERAGE SERVICES, INC.

(Exact name of registrant as specified in its charter)


|                                                                       |  |                                                  
|---------------------------------------------------------------------- |  | -------------------------------------------------
|Florida
(State or other jurisdiction of
incorporation or organization) |  | 59 - 3202578
(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)

25 Fifth Avenue
Indialantic, Florida 32903
(321) 724-2303

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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 May 7, 2003
|                                        |  |                              
|Common Stock
Par value $.0001 per share |  | 28,028,748                   

Transitional Small Business Disclosure Format o Yes x No





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TABLE OF CONTENTS



|                                      |                                                                                               |                                                                                    |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I                               
|                                      | Item 1. Financial Statements                                                                 
|                                      |                                                                                               | Condensed Consolidated Statement of Financial Condition                           
|                                      |                                                                                               | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
|                                      |                                                                                               | Condensed Consolidated Statements of Cash Flows                                   
|                                      |                                                                                               | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                    
|                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                      | Item 3. Controls and Procedures                                                              
|PART II. OTHER INFORMATION           
|                                      | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                           
|EXHIBIT INDEX                        
|Ex-31.1 Section 302 CEO Certification
|Ex-31.2 Section 302 CFO Certification
|Ex-99.1 Section 906 CEO Certification
|Ex-99.2 Section 906 CFO Certification



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SUMMIT BROKERAGE SERVICES, INC.

INDEX

|                                                                                              |                                          |                                                                                                                                       |    |      |   | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|The
following items are amended:                                                              |                                          |                                                                                                                                       |    |     
|                                                                                              |                                          |                                                                                                                                       |    | Page
|PART
I - FINANCIAL INFORMATION:                                                               |                                          |                                                                                                                                       |    |     
|                                                                                              | Item 1. Financial Statements             |                                                                                                                                       |    |      |  
|                                                                                              |                                          | Condensed Consolidated Statement of Financial Condition at March 31, 2003                                                             |    |      | 3 | 
|                                                                                              |                                          | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
for the Three months ended March 31, 2003 and 2002 |    |      | 4 | 
|                                                                                              |                                          | Condensed Consolidated Statements of Cash Flows for the Three months Ended
March 31, 2003 and 2002                                    |    |      | 5 | 
|                                                                                              |                                          | Notes to Unaudited Condensed Consolidated Financial Statements                                                                        |    |      | 6 | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                          |                                                                                                                                       | 12 |     
|Item 3. Controls and Procedures                                                               |                                          |                                                                                                                                       | 15 |     
|PART II - OTHER INFORMATION                                                                   |                                          |                                                                                                                                       |    |     
|                                                                                              | Item 6. Exhibits and Reports on Form 8-K |                                                                                                                                       |    | 16   |  
|SIGNATURES                                                                                    |                                          |                                                                                                                                       | 18 |     

FORWARD LOOKING STATEMENTS

This amended 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, 2002 (file no. 0-29337.)

2



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PART I.




Item 1. Financial Statements

Certain amounts from the prior periods have been reclassified to conform to the
current year presentation.

SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES




Condensed Consolidated Statement of Financial Condition
March 31, 2003 (Unaudited)

|                                                                                                                                                                                                        |                                      |                                            |                            |                   |           |           |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------ | -------------------------- | ----------------- | --------- | --------- | --------- | 
|                                                                                                                                                                                                        | ASSETS                               |                                            |                            |                   |          
|Cash and cash equivalents                                                                                                                                                                               |                                      | $                                          | 1,817,138                  |                  
|Deposit held at clearing broker                                                                                                                                                                         |                                      |                                            | 25,800                     |                  
|Deposit held at clearing broker  related party                                                                                                                                                         |                                      |                                            | 50,000                     |                  
|Securities owned                                                                                                                                                                                        |                                      |                                            | 2,085                      |                  
|Commissions receivable                                                                                                                                                                                  |                                      |                                            | 591,746                    |                  
|Prepaid expenses                                                                                                                                                                                        |                                      |                                            | 121,033                    |                  
|Other receivables, net                                                                                                                                                                                  |                                      |                                            | 134,699                    |                  
|Due from related parties                                                                                                                                                                                |                                      |                                            | 10,723                     |                  
|Customer list, net                                                                                                                                                                                      |                                      |                                            | 1,110,220                  |                  
|Goodwill                                                                                                                                                                                                |                                      |                                            | 531,630                    |                  
|Property and equipment at cost, less accumulated depreciation of $210,981                                                                                                                               |                                      |                                            | 109,878                    |                  
|                                                                                                                                                                                                        |                                      |                                            |                            |                  
|                                                                                                                                                                                                        |                                      |                                            |                            | TOTAL ASSETS      |           | $         | 4,504,952 | 
|                                                                                                                                                                                                        |                                      |                                            |                            |                  
|                                                                                                                                                                                                        | LIABILITIES AND STOCKHOLDERS EQUITY |                                            |                            |                   |          
|LIABILITIES                                                                                                                                                                                             |                                      |                                            |                            |                  
|Accounts payable and accrued expenses                                                                                                                                                                   |                                      | $                                          | 185,457                    |                  
|Accrued commission expense                                                                                                                                                                              |                                      |                                            | 486,216                    |                  
|Note payable, net                                                                                                                                                                                       |                                      |                                            | 1,565,722                  |                  
|                                                                                                                                                                                                        |                                      |                                            |                            |                  
|                                                                                                                                                                                                        |                                      |                                            |                            | TOTAL LIABILITIES |           |           | 2,237,395 | 
|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 50,000,000 shares;
24,040,064 issued and 24,028,748 outstanding                                                                                   |                                      |                                            | 2,404                      |                  
|Additional paid-in capital                                                                                                                                                                              |                                      |                                            | 7,876,762                  |                  
|Unearned stock compensation                                                                                                                                                                             |                                      |                                            | (791,635                   | )                
|Treasury stock, at cost                                                                                                                                                                                 |                                      |                                            | (8,487                     | )                
|Accumulated deficit                                                                                                                                                                                     |                                      |                                            | (4,811,500                 | )                
|                                                                                                                                                                                                        |                                      |                                            |                            |                  
|                                                                                                                                                                                                        |                                      |                                            | TOTAL STOCKHOLDERS EQUITY |                   |           | 2,267,557 |          
|                                                                                                                                                                                                        |                                      |                                            |                            |                  
|                                                                                                                                                                                                        |                                      | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                            | $                 | 4,504,952 |          
|                                                                                                                                                                                                        |                                      |                                            |                            |                  

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
and Comprehensive Income (Loss)

|                                   |                              |          |            |                            |          |             |           |          |          |  
|---------------------------------- | ---------------------------- | -------- | ---------- | -------------------------- | -------- | ----------- | --------- | -------- | -------- | -
|                                   |                              |          |            | For The Three Months Ended
|                                   |                              |          |            | March 31,                 
|                                   |                              |          |            |                           
|                                   |                              |          |            | 2003                       |          | 2002       
|                                   |                              |          |            |                            |          |            
|                                   |                              |          |            | (Unaudited)                |          | (Unaudited)
|REVENUES                           |                              |          |            |                            |          |             |           |         
|Commissions                        |                              | $        | 1,814,380  |                            |          | $           | 1,773,390 |         
|Interest and dividends             |                              |          | 104,197    |                            |          |             | 17,835    |         
|Other                              |                              |          | 17,702     |                            |          |             | 7,585     |         
|                                   |                              |          |            |                            |          |             |           |         
|                                   |                              |          | 1,936,279  |                            |          |             | 1,798,810 |         
|EXPENSES                           |                              |          |            |                            |          |             |           |         
|Commissions and clearing costs     |                              |          | 1,372,974  |                            |          |             | 1,520,175 |         
|Employee compensation and benefits |                              |          | 559,248    |                            |          |             | 234,377   |         
|Occupancy and equipment            |                              |          | 124,753    |                            |          |             | 44,576    |         
|Communications                     |                              |          | 81,907     |                            |          |             | 34,925    |         
|Professional expenses              |                              |          | 125,814    |                            |          |             | 83,829    |         
|Depreciation and amortization      |                              |          | 44,521     |                            |          |             | 10,969    |         
|Other operating expenses           |                              |          | 108,463    |                            |          |             | 45,741    |         
|                                   |                              |          |            |                            |          |             |           |         
|                                   |                              |          | 2,417,680  |                            |          |             | 1,974,592 |         
|                                   |                              |          |            |                            |          |             |           |         
|                                   | NET LOSS BEFORE INCOME TAXES |          |            | (481,401                   | )        |             |           | (175,782 | )       
|PROVISION FOR INCOME TAXES         |                              |          |           |                            |          |             |          |         
|                                   |                              |          |            |                            |          |             |           |         
|                                   |                              | NET LOSS |            | $                          | (481,401 | )           |           | $        | (175,782 | )
|                                   |                              |          |            |                            |          |             |           |         
|BASIC AND DILUTED LOSS PER SHARE   |                              | $        | (0.02      | )                          |          | $           | (0.03     | )       
|                                   |                              |          |            |                            |          |             |           |         
|WEIGHTED AVERAGE SHARES            |                              |          |            |                            |          |             |           |         
|OUTSTANDING  BASIC AND DILUTED    |                              |          | 20,699,688 |                            |          |             | 4,868,858 |         
|                                   |                              |          |            |                            |          |             |           |         

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows

|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |        |          |         |  
|---------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------------------- | -------------------------------------------------- | --------------- | ------- | -------------------------- | ------- | ----------- | ------ | -------- | ------- | -
|                                                     |                                                                            |                                                |                                                    |                 |         | For The Three Months Ended
|                                                     |                                                                            |                                                |                                                    |                 |         | March 31,                 
|                                                     |                                                                            |                                                |                                                    |                 |         |                           
|                                                     |                                                                            |                                                |                                                    |                 |         | 2003                       |         | 2002       
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |            
|                                                     |                                                                            |                                                |                                                    |                 |         | (Unaudited)                |         | (Unaudited)
|Cash flows from operating activities                 |                                                                            |                                                |                                                    |                 |         |                            |         |            
|                                                     | Net loss                                                                   |                                                | $                                                  | (481,401        | )       |                            | $       | (175,782    | )     
|                                                     | Adjustments to reconcile net loss to net cash used in
operating activities |                                                |                                                    |                 |         |                            |         |             |       
|                                                     |                                                                            | Depreciation                                   |                                                    |                 | 12,800  |                            |         |             | 10,045 |         
|                                                     |                                                                            | Stock based compensation / consultant expenses |                                                    |                 | 106,212 |                            |         |             | 54,580 |         
|                                                     |                                                                            |                                                | Amortization of customer list and imputed interest |                 |         | 52,592                     |         |             |        |          |        
|                                                     |                                                                            |                                                | Changes in:                                        |                 |         |                            |         |             |        |          |        
|                                                     |                                                                            |                                                | Deposit held at clearing broker                    |                 |         | (755                       | )       |             |        | 5        |        
|                                                     |                                                                            |                                                | Deposit held at clearing broker  related party    |                 |         | (4,541                     | )       |             |        |         |        
|                                                     |                                                                            |                                                | Commissions receivable                             |                 |         | (244,826                   | )       |             |        | (2,667   | )      
|                                                     |                                                                            |                                                | Other receivable                                   |                 |         | (25,053                    | )       |             |        | 59,049   |        
|                                                     |                                                                            |                                                | Prepaid expenses and other                         |                 |         | (42,175                    | )       |             |        | 2,017    |        
|                                                     |                                                                            |                                                | Due from related parties                           |                 |         | (50,923                    | )       |             |        | 32,656   |        
|                                                     |                                                                            |                                                | Accounts payable and accrued expenses              |                 |         | (44,634                    | )       |             |        | (49,925  | )      
|                                                     |                                                                            |                                                | Accrued commission expense                         |                 |         | 175,576                    |         |             |        | (79,168  | )      
|                                                     |                                                                            |                                                |                                                    | Deferred income |         |                            |        |             |        |          | (13,833 | )
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       
|                                                     |                                                                            |                                                | Net cash used in operating activities              |                 |         | (547,128                   | )       |             |        | (163,023 | )      
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       
|Cash flows from investing activities                 |                                                                            |                                                |                                                    |                 |         |                            |         |            
|                                                     | Purchase of property and equipment                                         |                                                |                                                    | (590            | )       |                            |         | (1,302      | )     
|Cash flows from financing activities                 |                                                                            |                                                |                                                    |                 |         |                            |         |            
|                                                     | Issuance of common stock                                                   |                                                |                                                    | 960,000         |         |                            |         | 250,000     |       
|                                                     | Issuance of treasury stock                                                 |                                                |                                                    |                |         |                            |         | 10,848      |       
|                                                     | Payment of preferred stock dividend                                        |                                                |                                                    | (3,000          | )       |                            |         |            |       
|                                                     | Purchase of treasury stock                                                 |                                                |                                                    | (4,769          | )       |                            |         |            |       
|                                                     | Common stock offering costs                                                |                                                |                                                    | (80,329         | )       |                            |         |            |       
|                                                     | Payments on debt obligations                                               |                                                |                                                    | (114,720        | )       |                            |         | (15,503     | )     
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       
|                                                     | Net cash provided by financing activities                                  |                                                |                                                    | 757,182         |         |                            |         | 245,345     |       
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       
|Net increase (decrease) in cash and cash equivalents |                                                                            |                                                | 209,464                                            |                 |         |                            | 81,020  |            
|Cash and cash equivalents at beginning of period     |                                                                            |                                                | 1,607,674                                          |                 |         |                            | 43,218  |            
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       
|Cash and cash equivalents at end of period           |                                                                            | $                                              | 1,817,138                                          |                 |         | $                          | 124,238 |            
|                                                     |                                                                            |                                                |                                                    |                 |         |                            |         |             |       

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES




NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1 - GENERAL



| |  | The condensed consolidated financial statements for the three month
periods ended March 31, 2003 and March 31, 2002 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 interim period. The
consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto, together with
managements discussion and analysis of financial condition and results
of operations, contained in the Companys Annual Reports on Form 10-KSB
for the fiscal years ended December 31, 2002 and 2001. The results of
operations for the three month period ended March 31, 2003 are not
necessarily indicative of the results for the entire fiscal year ending
December 31, 2003.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Due to the current condition of the economy and financial markets,
which have negatively impacted the Companys revenues, 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.                                                                                                                                                                                                                                              
|
| |  | Certain amounts from the prior period have been reclassified to conform
to the current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

NOTE 2  - RECLASSIFICATIONS



| |  | The Company has restated certain revenue and expense accounts which
have been incorporated in the financial statements included in this
10-QSB. The reclassifications consist of the following: 1.)
Reclassifying the stock-based compensation expense to either employee
compensation and benefits or professional expenses depending on
whether the stock-based compensation earned was attributable to
employees or non-employees of the Company. 2.) Reclassifying certain
reimbursed costs for which the Company has already incurred the
related expenses as well as reclassifying expenses which were
originally included as other operating expenses into a more
descriptive account in the statement of losses.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | For consistency purposes, the Company has restated its 10-QSB for the
2002 periods included in this filing. The following schedules present
a reconciliation of the 2003 and 2002 amounts reported as originally
filed in Form 10-QSB for the period ended March 31, 2003 to the
amounts reported as amended in this March 31, 2003 filing of Form
10-QSB.                                                                                                                                                                                                                                                                                                                                                              

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NOTE 2 - RECLASSIFICATIONS(Continued)

|         |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |           | 
|-------- | ---------------------------------- | - | -------------- | --------- | ---------------- | - | --------- | -------- | ---------------- | - | ------------ | ------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed      |           |                  |   |           |          |                  |   |              |         | Condensed
|         |                                    |   | Consolidated   |           |                  |   |           |          | Reclassification |   | Consolidated
|         |                                    |   | as originally  |           |                  |   |           |          | of reimbursed    |   | as restated 
|         |                                    |   | filed for the  |           |                  |   |           |          | expenses         |   | for the     
|         |                                    |   | three months   |           | Reclassification |   | and other |          | three months    
|         |                                    |   | ended          |           | of stock-based   |   | operating |          | ended           
|         |                                    |   | March 31, 2003 |           | compensation     |   | expenses  |          | March 31, 2003  
|         |                                    |   |                |           |                  |   |           |          |                 
|Revenues |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |          
|         | Commissions                        |   | $              | 1,814,380 |                  |   | $         |         |                  |   | $            |        |           |   | $         | 1,814,380 | 
|         | Interest and dividends             |   |                | 104,197   |                  |   |           |         |                  |   |              |        |           |   |           | 104,197   | 
|         | Other                              |   |                |          |                  |   |           |         |                  |   |              | 17,702  |           |   |           | 17,702    | 
|         |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |           | 
|         |                                    |   | 1,918,577      |           |                  |   |          |          |                  |   | 17,702       |         |           |   | 1,936,279 |          
|Expenses |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |          
|         | Commissions and clearing costs     |   |                | 1,317,239 |                  |   |           |         |                  |   |              | 55,735  |           |   |           | 1,372,974 | 
|         | Employee compensation and benefits |   |                | 463,635   |                  |   |           | 83,587   |                  |   |              | 12,026  |           |   |           | 559,248   | 
|         | Occupancy and equipment            |   |                | 122,890   |                  |   |           |         |                  |   |              | 1,863   |           |   |           | 124,753   | 
|         | Communications                     |   |                | 83,095    |                  |   |           |         |                  |   |              | (1,188  | )         |   |           | 81,907    | 
|         | Professional expenses              |   |                | 103,189   |                  |   |           | 22,625   |                  |   |              |        |           |   |           | 125,814   | 
|         | Stock based compensation           |   |                | 106,212   |                  |   |           | (106,212 | )                |   |              |        |           |   |           |          | 
|         | Depreciation and amortization      |   |                |          |                  |   |           |         |                  |   |              | 44,521  |           |   |           | 44,521    | 
|         | Other operating expenses           |   |                | 203,718   |                  |   |           |         |                  |   |              | (95,255 | )         |   |           | 108,463   | 
|         |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |           | 
|         |                                    |   | 2,399,978      |           |                  |   |          |          |                  |   | 17,702       |         |           |   | 2,417,680 |          
|         |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |           | 
|Net
Loss |                                    | $ | (481,401       | )         |                  | $ |          |          |                  | $ |             |         |           | $ | (481,401  | )        
|         |                                    |   |                |           |                  |   |           |          |                  |   |              |         |           |   |           |           | 

|         |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |           | 
|-------- | ---------------------------------- | - | -------------- | --------- | ---------------- | - | --------- | ------- | ---------------- | - | ------------ | ------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed      |           |                  |   |           |         |                  |   |              |         | Condensed
|         |                                    |   | Consolidated   |           |                  |   |           |         | Reclassification |   | Consolidated
|         |                                    |   | as originally  |           |                  |   |           |         | of reimbursed    |   | as restated 
|         |                                    |   | filed for the  |           |                  |   |           |         | expenses         |   | for the     
|         |                                    |   | three months   |           | Reclassification |   | and other |         | three months    
|         |                                    |   | ended          |           | of stock-based   |   | operating |         | ended           
|         |                                    |   | March 31, 2002 |           | compensation     |   | expenses  |         | March 31, 2002  
|         |                                    |   |                |           |                  |   |           |         |                 
|Revenues |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |          
|         | Commissions                        |   | $              | 1,773,390 |                  |   | $         |        |                  |   | $            |        |           |   | $         | 1,773,390 | 
|         | Interest and dividends             |   |                | 17,835    |                  |   |           |        |                  |   |              |        |           |   |           | 17,835    | 
|         | Other                              |   |                |          |                  |   |           |        |                  |   |              | 7,585   |           |   |           | 7,585     | 
|         |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |           | 
|         |                                    |   | 1,791,225      |           |                  |   |          |         |                  |   | 7,585        |         |           |   | 1,798,810 |          
|Expenses |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |          
|         | Commissions and clearing costs     |   |                | 1,485,755 |                  |   |           |        |                  |   |              | 34,420  |           |   |           | 1,520,175 | 
|         | Employee compensation and benefits |   |                | 177,369   |                  |   |           | 54,580  |                  |   |              | 2,428   |           |   |           | 234,377   | 
|         | Occupancy and equipment            |   |                | 47,427    |                  |   |           |        |                  |   |              | (2,851  | )         |   |           | 44,576    | 
|         | Communications                     |   |                | 32,074    |                  |   |           |        |                  |   |              | 2,851   |           |   |           | 34,925    | 
|         | Professional expenses              |   |                | 83,829    |                  |   |           |        |                  |   |              |        |           |   |           | 83,829    | 
|         | Stock based compensation           |   |                | 54,580    |                  |   |           | (54,580 | )                |   |              |        |           |   |           |          | 
|         | Depreciation and amortization      |   |                |          |                  |   |           |        |                  |   |              | 10,969  |           |   |           | 10,969    | 
|         | Other operating expenses           |   |                | 85,973    |                  |   |           |        |                  |   |              | (40,232 | )         |   |           | 45,741    | 
|         |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |           | 
|         |                                    |   | 1,967,007      |           |                  |   |          |         |                  |   | 7,585        |         |           |   | 1,974,592 |          
|         |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |           | 
|Net
Loss |                                    | $ | (175,782       | )         |                  | $ |          |         |                  | $ |             |         |           | $ | (175,782  | )        
|         |                                    |   |                |           |                  |   |           |         |                  |   |              |         |           |   |           |           | 

NOTE 3 - DUE FROM/TO RELATED PARTIES



| |  | At March 31, 2003, the Company has advances receivable of $6,093 from a
related company for expenses paid by Summit Brokerage Services, Inc. on
the related companys behalf. The related company is 100% owned by an
officer and shareholder of Summit Brokerage Services, Inc.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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NOTE 4 - STOCKHOLDERS EQUITY



| |  | On March 22, 2002, the Company amended its Articles of Incorporation to
change the number of shares of preferred stock designated as Series A
Convertible Preferred Stock from 5,000,000 to 150,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The 125,000 shares of outstanding preferred stock as of March 31, 2003
are convertible into shares of common stock. The number of shares of
common stock which may be issued in respect of the shares of preferred
stock shall be determined by dividing (i) a numerator equal to the
number of shares of Series A 12% Convertible Preferred Stock being
converted multiplied by 115% of the subscription price, (ii) a
denominator representing the per share price that is the lower of the
closing price and the average closing sale price for the 20 trading
days immediately preceding the Series A conversion date; provided,
however, in no event shall the denominator be less than the
subscription price. All such preferred stock is non-voting stock.                                                                                                                                                                            
|
| |  | The holders of Series A 12% Convertible Preferred Stock shall be
entitled to receive, out of funds legally available for that purpose,
cash dividends at the rate of $0.12 per annum, subject to voluntary
conversion. Such dividends shall accrue and be cumulative from the
issue date. Dividends shall be payable in arrears, when and as
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 of each year; provided, however, the first dividend
payment date shall not occur before the last calendar day of the first
full fiscal quarter following the issue date. Undeclared dividends in
arrears as of March 31, 2003 approximated $18,500. Preferred stock
dividends declared and paid in 2003 amounted to $3,000.                                                                                                                                                                               
|
| |  | In the event of any liquidation, dissolution or winding up of the
Companys affairs for a price per share which is less than the
subscription price set forth herein, holders of the preferred shares
will be entitled to a liquidation preference of $1.00 per preferred
share, plus the dividends set forth above, prior to any distribution to
the holders of common stock in full and complete liquidation of the
interest of the holders of preferred shares. In the event that the
Company does not have sufficient funds to pay the full liquidation
preference payable to the holders of preferred shares, and any other
shares issued on a parity with the preferred shares (Parity Shares),
the existing funds will be allocated among the holders of all such
preferred shares and Parity Shares pro rata in proportion to the full
amounts to which they would respectively be entitled.                                        
|
| |  | At any time after August 1, 2002, the Company may, unless otherwise
prevented by law, redeem from the holder thereof, the holders
preferred shares at the subscription price ($1.00 per share) together
with any accrued but unpaid dividends thereon to and including the date
of redemption, in whole or, from time to time, or in part. Any partial
redemption shall be allocated among the holders of preferred shares pro
rata or by lot, as determined by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | On October 14, 2002, the Company began a private offering of its common
stock. The offering consists of a minimum of 6,000,000 common stock
shares for an aggregate purchase price of $1,500,000 up to a maximum of
20,000,000 common stock shares for an aggregate purchase price of
$5,000,000, offered for sale at a subscription price of $.25 per common
stock share. This offering is made only to accredited investors as
such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933. During the three-month period ended March 31,
2003, the Company sold an aggregate of 3,840,000 shares of its common
stock and received gross proceeds of $960,000. Offering costs incurred
related to the issuance of these shares approximated $80,000.
Additionally, 490,000 common stock purchase warrants with an exercise
price of $0.30 per share were issued as commissions related to the
common stock sales.

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NOTE 4  - STOCKHOLDERS EQUITY(Continued)



| |  | 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 Statement of Financial Accounting Standards No. 123
Accounting for Stock-Based Compensation (SFAS No. 123) fair value
of accounting for stock-based employee compensation. It also requires
certain disclosure requirements 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. We do not recognize stock-based employee
compensation expense for our stock option grants, which are issued at
fair value at the date of grant. The Company has not adopted fair
value accounting for its employee stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The Company currently accounts for its employee stock-based
compensation arrangements 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 for non-employees using the fair 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 Summit. 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 (to
the extent the grantee is 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. As of December 31, 2002, the Company has a balance
of $237,123 of unearned stock compensation, all of which related to the
issuance of options to non-employees. During the three months ended
March 31, 2003, 1,936,353 options were issued to employees for services
not yet performed with an intrinsic value of approximately $616,000,
which amount was recorded as unearned stock compensation.
Approximately $548,000 of the unearned stock compensation recorded
during the current period related to the issuance of options to acquire
1,566,353 shares of common stock at an exercise price of $.60 per
share. These options were issued to employees in connection with the
acquisition of Boca Branch (see Note 6). The approximate $548,000 of
unearned compensation was determined based upon the fair market value
of the Companys stock at the date of grant. The following table shows
the activity of unearned compensation from December 31, 2002 to March
31, 2003:

|                                     |  |   |          | 
|------------------------------------ |  | - | -------- | 
|Beginning balance, December 31, 2002 |  | $ | 237,123  | 
|Additions/deductions:                |  |   |          | 
|Acquisition of Boca Branch           |  |   | 548,224  | 
|Options to employees for services    |  |   | 67,500   | 
|Amortization for the quarter         |  |   | (61,212) | 
|                                     |  |   |          | 
|Ending balance, March 31, 2003       |  | $ | 791,635  | 



| |  | 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 used the
Black-Scholes option-pricing model to estimate the fair value of these
options. The effects of applying SFAS No. 123 during the three months
ended March 31, 2003 and 2002 are as follows:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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NOTE 4  - STOCKHOLDERS EQUITY(Continued)

|                                                                                                                                        |  |      |          |      |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- |  | - | ---------- | -
|                                                                                                                                        |  | 2003 |          | 2002
|                                                                                                                                        |  |      |          |     
|Net loss as reported:                                                                                                                   |  | $    | (481,000 | )    |  | $ | (176,000   | )
|Deduct: Additional stock-based
compensation expense determined under fair
value based method for all awards, net of
related tax effects |  |      | (127,000 | )    |  |   | (1,488,000 | )
|                                                                                                                                        |  |      |          |      |  |   |            |  
|Pro forma net loss                                                                                                                      |  | $    | (608,000 | )    |  | $ | (1,664,000 | )
|                                                                                                                                        |  |      |          |      |  |   |            |  
|Net loss per share:                                                                                                                     |  |      |          |      |  |   |            |  
|Basic
and Diluted  as reported                                                                                                         |  | $    | (0.02    | )    |  | $ | (0.03      | )
|                                                                                                                                        |  |      |          |      |  |   |            |  
|Basic and diluted  pro forma                                                                                                           |  | $    | (0.03    | )    |  | $ | (0.34      | )
|                                                                                                                                        |  |      |          |      |  |   |            |  



| |  | The fair value of each option grant is estimated at the date of grant
using a Black-Scholes option pricing model. The Black-Scholes option
valuation 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 do not necessarily provide a reliable single measure of the fair
value of its employee stock options.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5 - NET CAPITAL REQUIREMENT



| |  | The Company 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 March 31, 2003, the Company had net capital of
$1,569,306, which was $1,519,306 in excess of its required minimum net
capital of $50,000. The Companys aggregate indebtedness to net
capital ratio was .43 to 1 at March 31, 2003.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 6 - ACQUISITION



| |  | On January 2, 2003, the Company acquired, in an asset purchase
agreement, the Boca Raton Branch of Wachovia Securities Financial
Network, Inc. (the Branch). The Branch was an affiliated retail
branch office of Wachovia Securities Financial Network, Inc.
(Wachovia), with approximately 30 registered representatives
conducting retail brokerage business. The purchase price was
approximately $1,800,000, payable to Wachovia over four years. The
purchase price contemplated the signing of a registered representative
agreement with each of the registered representatives. As of March 31,
2003, substantially all of the registered representatives had signed
agreements with the Company. The purchase price approximated the
unamortized outstanding balance of sign-on bonuses paid by Wachovia to
the registered representatives, which bonuses are subject to
reimbursement by the representatives in an amount equal to the
unamortized outstanding balance if the representative leaves before the
designated date. The purchase price is being paid by Summit in equal
monthly payments over the four-year period commencing January 2003.
The continuous employment of all of the representatives is not
guaranteed; however, for representatives who do not maintain employment
with the Company through the entire four-year period ending January 2,
2007, a pro-rata adjustment to the purchase price for the remaining
non-employed period will be made. Upon leaving the Company, Wachovia,
not the Company, retains the right to reclaim
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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NOTE 6 - ACQUISITION(Continued)



| |  | the unamortized portion of the original bonuses paid to the
representatives. Management believes that the acquisition will expand
its market presence and overall customer base. In accordance with
Financial Accounting Standards (SFAS) No. 141, Business
Combinations, the results of operations of the Branch have been
included in the Companys financial statements from the date of
acquisition. Based upon managements estimates, the purchase price,
including transaction costs, has been allocated as follows: Customer
list - $1,142,000; Goodwill - $532,000; Equipment - $6,000; imputed
interest - $176,000. Customer list is being amortized over its
estimated beneficial life of six years. Amortization of customer list
for the three-month period ended March 31, 2003 approximated $32,000.
Imputed interest is presented as a discount on the note payable and is
being amortized over the life of the loan, at 5.25%, using the
effective interest method. Amortization of imputed interest for the
three-month period ended March 31, 2003 approximated $21,000. As of
the date of the acquisition, there were no contingent considerations
which needed to be recorded in accordance with SFAS No. 141. The
Company anticipates this goodwill to be fully deductible for tax
purposes over fifteen years.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 7- SUBSEQUENT EVENTS



| |  | In April 2003, the Company entered into a stock purchase agreement with
a limited partnership (the Purchaser) for the sale of 4,000,000 shares
of the Companys common stock at a price of $0.25 per share. As part
of the agreement, the Companys principal shareholder, chairman and
chief executive officer (the Principal Shareholder) entered into a
Co-Sale and Voting Agreement which contains certain provisions, among
other corporate matters, under which he will grant to the Purchaser
certain tag-a-long rights upon a sale of common stock by the
Principal Shareholder and will agree to vote his shares in favor of a
nominee director designated by the Purchaser.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Tag-a-Long rights are defined under a co-sale agreement and voting
agreement between Antares and the principal shareholder, whereby
Antares has the right, in its discretion, to participate in any sale,
transfer or other disposition of any shares of common stock by the
principal shareholder, his family members or entities they control, on
the same terms and conditions as their sale. The number of shares
Antares would be able to include in the sale is subject to a formula
set forth in the agreement.                                                                                                                                                               

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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 month periods ended March 31, 2003
and 2002 should be read in conjunction with the Companys condensed
consolidated financial statements included elsewhere herein. When used in the
following discussions, the words believes, anticipates, intends,
expects, and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause results to differ materially from those projected.

Certain amounts from the prior periods have been reclassified to conform
to the current year presentation.

Overview

Summit Brokerage Services, Inc. is a financial services firm that provides
full service retail securities brokerage through its network of approximately
120 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 during the quarter, our approximately 65
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 the sale of 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 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. We are licensed to
conduct our brokerage activities in 46 states, as well as the District of
Columbia. Our Registered Investment Advisor, Summit Financial Group, Inc., is
licensed to conduct business in 24 states.

Summit is a fully-disclosed broker dealer, and therefore relies on its
clearing firms 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 firms
provide 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 firms typically charge 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 joint venture between
Wachovia Corporation and Prudential) and with RBC Dain Correspondent Services,
Inc. (a division of RBC Dain Rauscher Incorporated).

We have a history of operating losses. For the three month period ended
March 31, 2003, we reported a loss of $481,401, versus a loss of $175,782 for
the comparable period of 2002. 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, such as 2002, our revenues may suffer if 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. For example, our results for the period ended
March 31, 2003 were negatively impacted by costs incurred in connection with
the expansion and improvement of our infrastructure which included the hiring
of new employees, including members of senior management, the leasing of
additional office space in Boca Raton, Florida, and improving our information
technology systems. As we continue to grow, we may continue to have increases
in expenses such as increased personnel and office costs.

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.

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##### Table of Contents



Results of Operations

The following discussion relates to the results of operations for the
three months ended March 31, 2003 (the 2003 Quarter) compared to the same
period in the prior year (the 2002 Quarter).

Comparison of Three Months Ended March 31, 2003 and March 31, 2002

Revenue:

The largest component of our revenue is the commission and fee income we
generate from the sale of financial products and services and the management of
clients accounts. Revenues from these two sources are aggregated and
reflected in our Statement of Loss as Commissions. For the 2003 Quarter, we
reported commission revenue of $1,814,380, an increase of $40,990, or 2%, over
commission revenue of $1,773,390 for the 2002 Quarter. During the 2003
Quarter, we added several new registered representatives (including through the
acquisition of the Boca Branch), which revenue increases were offset by a
general decline in the revenues produced by our existing registered
representatives due to market conditions.

In any quarter, our gross revenues and 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 a significant number of registered
representatives, including those who focus only on the sale of a particular
type or types of investment product(s) (e.g., insurance, equities, fixed
income, etc.). Consequently, it is possible that our revenue trends may not
mirror those of the financial services industry as a whole.

Expenses:

Commission and clearing costs decreased to $1,372,974 during the 2003
Quarter, which represents a decrease of $147,201, or 10%, over the $1,520,175
reported for the 2002 Quarter. In general, commissions and clearing costs are
directly related to commission revenue, and will typically increase
proportionately as commission revenue rises. Commissions and clearing costs as
a percentage of commission revenue, however, decreased in the 2003 Quarter to
76% from 86% in the 2002 Quarter. This decrease is primarily attributable to
acquisition of the Boca Branch. Because we pay the costs associated with the
operation of the Boca Branch, as opposed to an independent branch where the
owner of the branch is responsible for the payment of the branchs expenses, we
pay to the Boca Branchs registered representatives a smaller percentage of the
commission revenue they generate than we would pay to our independent
registered representatives.

Employee compensation and benefits increased to $559,248 during the 2003
Quarter, which represents an increase of $324,871, or 139%, over $234,377 for
the 2002 Quarter. This increase was largely due to the addition of several new
employees after the 2002 Quarter, up though and during the 2003 Quarter
(including in connection with the Boca Branch). In addition to wages, employee
benefits also increased, not only as a result of an increase in the number of
employees but also a result of the company providing more extensive benefits in
2003 than it offered in 2002. We have also included in employee compensation
and benefits those expenses associated with the issuance of common stock
equivalents to our employees. For the 2003 Quarter, a total of $83,587 was
expensed, compared with only $54,580 in the 2002 Quarter. Included in these
amounts were amortization of unearned stock compensation of $38,587 and $4,580
for the 2003 Quarter and 2002 Quarter, respectively.

Occupancy and equipment cost increased to $124,753 during the 2003
Quarter, which represents an increase of $80,177, or 180%, over $44,576
reported for the 2002 Quarter. This increase was largely due to our need to
acquire additional space in Boca Raton for our operations, as well as for the
Boca Branch.

Communications costs increased by $46,982, or 134%, to $81,907 in the 2003
Quarter from $34,925 in the 2002 Quarter. The increase in these costs was due
primarily to the addition of several new employees, as well as the addition of
the Boca Branch.

Professional fees increased by $41,985, or 50%, from $83,829 during the
2002 Quarter to $125,814 during the 2003 Quarter. During the 2003 Quarter, we
experienced an increase in legal, accounting and consulting fees when compared
with the 2002 Quarter. Additionally, our results for the 2003 Quarter include
$22,625 verses $-0- during the 2002 Quarter of amortization of unearned stock
compensation related to the issuance of common stock equivalents to
non-employees.

13



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##### Table of Contents



Depreciation and amortization expense increased by $33,552, or 306%, to
$44,521 during the 2003 Quarter versus $10,969 for the 2002 Quarter. Of this
increase, $31,721 was attributable to the amortization of the customer list
recorded in connection with the Boca Branch acquisition.

Other operating expenses increased by $62,722, or 137%, to $108,463 during
the 2003 Quarter versus $45,741 for the 2002 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 2003 Quarter,
other operating expenses increased over amounts reported in the 2002 Quarter
primarily as a result of an increase in, among other things, printing, postage,
and certain office supply costs, which increased in the aggregate by $41,781.
We also include interest expense in other operating expenses, which increased
by $16,899 during the 2003 Quarter, which is primarily attributable to the
recognition of imputed interest resulting from a note we issued to Wachovia
Securities in connection with the acquisition of the Boca Branch. These and
other operating expense increases were offset by reductions in certain other
types of expenses.

Net Income / Loss:

For the 2003 Quarter, our net loss increased by $305,619 (or 174%) to
($481,401) from a net loss of ($175,782) reported for the 2002 Quarter. This
increase was due primarily to an increase in the expenses described herein. As
a function of gross revenues, our loss for the 2003 Quarter equaled 25% of
gross revenues, compared with 10% for the 2002 Quarter. The Companys basic
and diluted loss per share was ($0.02) for the 2003 Quarter, compared to a
basic and diluted loss per share of ($0.03) for the 2002 Quarter.

Liquidity and Capital Resources

Net cash used in operating activities totaled ($547,128) during the 2003
Quarter, compared to net cash used of ($163,023) for the 2002 Quarter. The
increase in cash used by operating activities was due largely to the
significant increase in our expenses during the quarter. Additionally, our
earnings were impacted by charges for several non-cash items, such as stock
based compensation, depreciation and amortization and imputed interest. During
the 2003 Period, such charges amounted to $171,604, compared to $64,625 for the
2002 Period.

Cash and cash equivalents increased during the 2003 Quarter by $209,464 to
$1,817,138. This increase was due mainly to the net cash received from
financing activities (primarily in connection with our private financing) of
$757,182, which amount was largely offset by cash used in operating activities
of $547,128.

During both the 2003 Quarter and the 2002 Quarter, we did make any
material investments in property and equipment. The Company does not project
material capital expenditures over the next twelve months.

Financing activities provided net cash of $757,182 during the 2003
Quarter, which amount included gross proceeds of $960,000 that we raised in
connection with a private offering of our common stock. These amounts raised,
however, were offset by aggregate payments of $114,720 made by us to Wachovia
Securities in connection with our purchase of the Boca Branch as well as
$80,329 of common stock offering costs related to the private offering.

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.

Inflation.Inflation has not been a major factor in the Companys
business since inception. There can be no assurances that this will continue
if and when the Company completes an acquisition or merger.

14



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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 amended 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.

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.

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##### Table of Contents






PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|       |  |                                                                                                                                                
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Name                                                                                                                                           
|       |  |                                                                                                                                                
|3.1    |  | Amended and Restated Articles of Incorporation, effected June 27, 2001 (1)                                                                     
|       |  |                                                                                                                                                
|3.1.1  |  | Amendment to Amended and Restated Articles of Incorporation, effected August 8, 2001(1)                                                        
|       |  |                                                                                                                                                
|3.1.2  |  | Amendment to Amended and Restated Articles of Incorporation effected March 27, 2002 (8)                                                        
|       |  |                                                                                                                                                
|3.1.3  |  | Amendment to Amended and restated Articles of Incorporation effected August 28, 2002 (10)                                                      
|       |  |                                                                                                                                                
|3.2    |  | Amended and Restated Bylaws (2)                                                                                                                
|       |  |                                                                                                                                                
|10.1   |  | 2000 Incentive Compensation Plan (3)                                                                                                           
|       |  |                                                                                                                                                
|10.2   |  | Stock Option Agreement between the Company and Richard Parker (4)                                                                              
|       |  |                                                                                                                                                
|10.3   |  | Stock Option Agreement between the Company and Mark F. Caulfield (4)                                                                           
|       |  |                                                                                                                                                
|10.4   |  | Employment Agreement between the Company and Richard Parker (5)                                                                                
|       |  |                                                                                                                                                
|10.5   |  | Employment Agreement between the Company and Mark F. Caulfield (5)                                                                             
|       |  |                                                                                                                                                
|10.6   |  | Secured Demand Note Collateral Agreement between the Company and Summit Group of Companies, Inc. (6)                                           
|       |  |                                                                                                                                                
|10.7   |  | Amendment to Secured Demand Note Collateral Agreement (6)                                                                                      
|       |  |                                                                                                                                                
|10.8   |  | Employment Agreement between the Company and Ronald Caprilla (7)                                                                               
|       |  |                                                                                                                                                
|10.9   |  | Stock Purchase Agreement (8)                                                                                                                   
|       |  |                                                                                                                                                
|10.10  |  | Employment Agreement between the Company and Marshall T. Leeds (8)                                                                             
|       |  |                                                                                                                                                
|10.11  |  | Stock Option Agreement between the Company and Marshall T. Leeds (8)                                                                           
|       |  |                                                                                                                                                
|10.12  |  | Stock Option Agreement between the Company and Richard Parker (8)                                                                              
|       |  |                                                                                                                                                
|10.13  |  | Stock Option Agreement between the Company and Richard Parker (8)                                                                              
|       |  |                                                                                                                                                
|10.14  |  | Employment Agreement between the Company and Richard Parker (9)                                                                                
|       |  |                                                                                                                                                
|10.15  |  | Amended and Restated Employment Agreement between the Company
and Marshall T. Leeds (9)                                                        
|       |  |                                                                                                                                                
|10.16  |  | Shareholders Voting Agreement and Irrevocable Proxy by and among the
Company, Marshall T. Leeds, Richard Parker and Joan Parker (9)           
|       |  |                                                                                                                                                
|10.17  |  | Commercial Lease between the Company and First America Living Trust (9)                                                                        
|       |  |                                                                                                                                                
|10.18  |  | Form of Registration Rights Agreement between the Company and certain investors (11)                                                           
|       |  |                                                                                                                                                
|10.19  |  | Purchase Agreement dated January 2, 2003 between Summit Holding Group, Inc. and Wachovia Securities
Financial Network, Inc. (w/o exhibits) (12)
|       |  |                                                                                                                                                
|32.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                           
|       |  |                                                                                                                                                
|32.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                           
|       |  |                                                                                                                                                
|99.1   |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                           
|       |  |                                                                                                                                                
|99.2   |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                           



---

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



|(1) |  | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 2001, filed November 14, 2001, file no. 0-29337.                                                                                                                                                                                                                                                                                         
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Exhibit 3.2 filed with the Companys Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2001 was filed prematurely and subsequently not
adopted by the Board of Directors. As a result, the Amended and Restated Bylaws dated July 21, 2000 remain in effect and were re-filed with, and are incorporated
by reference to, the Companys Quarterly Report for the fiscal quarter ended September 30, 2001, on Form 10-QSB, file no. 0-29337.
|   
|(3) |  | Incorporated by reference to the Companys Proxy Statement on Schedule 14A, filed July 31, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                                                                                             
|   
|(4) |  | Incorporated by reference to the Companys Information Statement on Schedule 14C, filed September 26, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                                                                                  
|   
|(5) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2000 on Form 10-QSB, filed August 14, 2000 and amended August
15, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                    
|   
|(6) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended September 30, 2001, on Form 10-QSB filed November 14, 2001, file no.
0-29337.                                                                                                                                                                                                                                                                                         
|   
|(7) |  | Incorporated by reference to the Companys Annual Report for the fiscal year ended December 31, 2001 on Form 10-KSB filed April 15, 2002, file no. 0-29337.                                                                                                                                                                                                                                                                                                    
|   
|(8) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended March 31, 2002 on Form 10-QSB filed May 24, 2002, file no. 0-29337.                                                                                                                                                                                                                                                                                                   
|   
|(9) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2002 on Form 10-QSB filed August 19, 2002, file no. 0-29337.                                                                                                                                                                                                                                                                                                 

16



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##### Table of Contents





|(10) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended September 30, 2002, on Form 10-QSB filed November 14, 2002, file no.
0-29337.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(11) |  | Incorporated by reference to the Companys Annual Report for the fiscal year ended December 31, 2002 on Form 10-KSB filed March 31, 2003, file no. 0-29337.           

(b) Reports on Form 8-K

A current report on Form 8-K dated January 2, 2003 was filed with the SEC
on January 3, 2003, for purposes of reporting (i) the acquisition by Summit
Holding Group, Inc., a subsidiary of the Company, of certain assets from the
Boca Raton, Florida office of Wachovia Securities Financial Network, Inc.
(WSFN), and (ii) the closing of the Companys private placement of common
stock.

An amendment to current report on Form 8-K dated January 2, 2003 was filed
with the SEC on January 17, 2003 which provided additional information
regarding the acquisition of certain assets from the Boca Raton office of WSFN.

An amendment to current report on Form 8-K dated January 2, 2003 was filed
with the SEC on March 18, 2003 which provided required audited financial
statements and unaudited pro forma financial information in connection with the
acquisition of certain assets from the Boca Raton office of WSFN.

A current report on Form 8-K dated and filed with the SEC on March 28,
2003, attached a copy of the Companys press release dated March 28, 2003
pertaining to the results of its recently closed common stock private
placement.

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##### Table of Contents



SUMMIT BROKERAGE SERVICES, INC.




SIGNATURES

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

|                       |  |                                                  |  | 
|---------------------- |  | ------------------------------------------------ |  | 
|                       |  | Summit Brokerage Services, Inc.                 
|                       |  | (Registrant)                                     |  | 
|                       |  |                                                  |  | 
|Date: February 6, 2004 |  | /s/ Marshall T. Leeds                            |  | 
|                       |  |                                                  |  | 
|                       |  |                                                  |  | 
|                       |  | Marshall T. Leeds, Chairman of the Board & Chief |  | 
|                       |  | Executive Officer                                |  | 
|                       |  | (Principal Executive Officer)                    |  | 
|                       |  |                                                  |  | 
|Date: February 6, 2004 |  | /s/ Steven C. Jacobs                             |  | 
|                       |  |                                                  |  | 
|                       |  |                                                  |  | 
|                       |  | Steven C. Jacobs, Executive Vice President and   |  | 
|                       |  | Chief Financial Officer                          |  | 
|                       |  | (Principal Accounting Officer)                   |  | 

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EXHIBIT INDEX

|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                    
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                    
|99.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                    
|99.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.