##### Table of Contents

'

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

|  |  |                                                                                                                                     
|- |  | ------------------------------------------------------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934For the quarterly period ended June 30, 2003.

OR

|  |  |                                                                                                                                                      
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|o |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934For 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)

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 August 12, 2003
|                                        |  |                                  
|Common Stock
Par value $.0001 per share |  | 28,108,778                       

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 (unaudited)
|                                      |                                                                                               | Condensed Consolidated Statements of Losses
(unaudited)            
|                                      |                                                                                               | Condensed Consolidated Statements of Losses
(unaudited)            
|                                      |                                                                                               | Condensed Consolidated Statements of Cash Flows
(unaudited)        
|                                      |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)             
|                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                      | Item 3. Controls and Procedures                                                              
|PART II. OTHER INFORMATION           
|                                      | Item 1. Legal Proceedings                                                                    
|                                      | Item 2. Changes in Securities and Use of Proceeds                                            
|                                      | Item 3. Defaults Upon Senior Securities                                                      
|                                      | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                      | Item 5. 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-32.1 Section 906 CEO Certification
|Ex-32.2 Section 906 CFO Certification



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##### Table of Contents



SUMMIT BROKERAGE SERVICES, INC.

INDEX

|                                |                                                                                               |                                                                                                             |    |      |   | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                                |                                                                                               |                                                                                                             |    | Page
|                                |                                                                                               |                                                                                                             |    |     
|PART I  FINANCIAL INFORMATION: |                                                                                               |                                                                                                             |    |     
|                                | Item 1. Financial Statements                                                                  |                                                                                                             |    |      |  
|                                |                                                                                               | Condensed
Consolidated Statement of Financial Condition at June 30,
2003 (unaudited)                        |    |      | 3 | 
|                                |                                                                                               | Condensed
Consolidated Statements of Losses for the Three Months ended
June 30, 2003 and 2002 (unaudited)   |    |      | 4 | 
|                                |                                                                                               | Condensed
Consolidated Statements of Losses for the Six Months ended June 30, 2003 and 2002 (unaudited)     |    |      | 5 | 
|                                |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2003 and 2002 (unaudited) |    |      | 6 | 
|                                |                                                                                               | Notes
to Condensed Consolidated Financial Statements (unaudited)                                            |    |      | 7 | 
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                             |    | 11   |  
|                                | Item 3. Controls and Procedures                                                               |                                                                                                             |    | 12   |  
|PART II  OTHER INFORMATION     |                                                                                               |                                                                                                             |    |     
|                                | Item 1. Legal Proceedings                                                                     |                                                                                                             |    | 13   |  
|                                | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                             |    | 13   |  
|                                | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                             |    | 13   |  
|                                | Item 4. Submissions of Matters to a Vote of Security Holders                                  |                                                                                                             |    | 13   |  
|                                | Item 5. Other Information                                                                     |                                                                                                             |    | 13   |  
|                                | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                             |    | 14   |  
|SIGNATURES                      |                                                                                               |                                                                                                             | 16 |     

FORWARD LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and Section 27A of the Securities Act of 1933, as amended (the
Securities Act). When used in this Report, the words may, will,
expect, anticipate, continue, estimate, project or intend and
similar expressions identify forward-looking statements regarding events,
conditions and financial trends in connection with our future plan of
operations, business strategy, operating results and financial position.
Discussions containing such forward-looking statements may be found in
Managements Discussion and Analysis of Financial Condition and Results of
Operations. Current shareholders and prospective investors are cautioned that
any forward-looking statements are not guarantees of future performance. Such
forward-looking statements by their nature involve substantial risks and
uncertainties, certain of which are beyond the Companys control, and actual
results for future periods could differ materially from those discussed in this
Report, depending on a variety of important factors, among which are the
success or failure of managements efforts to implement its business strategy;
the level of acquisition opportunities available to the Company and the
Companys ability to price and negotiate such transactions on a favorable
basis; the Companys ability to properly manage growth and successfully
integrate acquired companies and operations; the Companys ability to compete
with major established companies; the Companys ability to attract and retain
qualified personnel; economic and financial market conditions generally; and
other risks and uncertainties which may be described from time to time in the
Companys filings with the Securities and Exchange Commission (the SEC),
including the companys annual report on Form 10-KSB for the fiscal year ended
December 31, 2002 (file no. 0-29337.)

2



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##### Table of Contents






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
June 30, 2003 (Unaudited)

|                                     |                                                                                                                                                                                                         |                             |                                            |            |          |           | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------ | ---------- | -------- | --------- | 
|ASSETS                              
|                                     | Cash and cash equivalents                                                                                                                                                                               |                             | $                                          | 2,587,735  |         
|                                     | Deposit held at clearing broker                                                                                                                                                                         |                             |                                            | 76,743     |         
|                                     | Securities owned                                                                                                                                                                                        |                             |                                            | 2,415      |         
|                                     | Commissions receivable                                                                                                                                                                                  |                             |                                            | 662,094    |         
|                                     | Prepaid expenses                                                                                                                                                                                        |                             |                                            | 82,223     |         
|                                     | Other receivables, net                                                                                                                                                                                  |                             |                                            | 164,787    |         
|                                     | Due from related parties                                                                                                                                                                                |                             |                                            | 10,723     |         
|                                     | Goodwill & Customer list, net                                                                                                                                                                           |                             |                                            | 1,588,710  |         
|                                     | Property and equipment at cost, less accumulated depreciation of $260,049                                                                                                                               |                             |                                            | 140,900    |         
|                                     |                                                                                                                                                                                                         |                             |                                            |           
|                                     |                                                                                                                                                                                                         |                             | TOTAL ASSETS                               |            | $        | 5,316,330 | 
|                                     |                                                                                                                                                                                                         |                             |                                            |           
|LIABILITIES AND STOCKHOLDERS EQUITY
|LIABILITIES                          |                                                                                                                                                                                                         |                             |                                            |           
|                                     | Accounts payable and accrued expenses                                                                                                                                                                   |                             | $                                          | 321,291    |         
|                                     | Accrued commission expense                                                                                                                                                                              |                             |                                            | 576,472    |         
|                                     | Note payable, net                                                                                                                                                                                       |                             |                                            | 1,465,313  |         
|                                     |                                                                                                                                                                                                         |                             |                                            |           
|                                     |                                                                                                                                                                                                         |                             | TOTAL LIABILITIES                          |            |          | 2,363,076 | 
|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;
28,120,094 issued and 28,108,778 outstanding                                                                                   |                             |                                            | 2,812      |         
|                                     | Additional paid-in capital                                                                                                                                                                              |                             |                                            | 8,781,511  |         
|                                     |                                                                                                                                                                                                         | Unearned stock compensation |                                            |            | (730,423 | )        
|                                     | Treasury stock, at cost                                                                                                                                                                                 |                             |                                            | (8,487     | )       
|                                     | Accumulated deficit                                                                                                                                                                                     |                             |                                            | (5,092,172 | )       
|                                     |                                                                                                                                                                                                         |                             |                                            |           
|                                     |                                                                                                                                                                                                         |                             | TOTAL STOCKHOLDERS EQUITY                 |            |          | 2,953,254 | 
|                                     |                                                                                                                                                                                                         |                             |                                            |           
|                                     |                                                                                                                                                                                                         |                             | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |            | $        | 5,316,330 | 
|                                     |                                                                                                                                                                                                         |                             |                                            |           

See accompanying notes to financial
statements.

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

|                                                        |                                    |                              |            |                            |          |             |           |           |          |  
|------------------------------------------------------- | ---------------------------------- | ---------------------------- | ---------- | -------------------------- | -------- | ----------- | --------- | --------- | -------- | -
|                                                        |                                    |                              |            | For The Three Months Ended
|                                                        |                                    |                              |            | June 30,                  
|                                                        |                                    |                              |            |                           
|                                                        |                                    |                              |            | 2003                       |          | 2002       
|                                                        |                                    |                              |            |                            |          |            
|                                                        |                                    |                              |            | (Unaudited)                |          | (Unaudited)
|REVENUES                                                |                                    |                              |            |                            |          |             |           |          
|                                                        | Commissions                        |                              | $          | 3,061,000                  |          |             | $         | 1,438,521 |         
|                                                        | Interest and dividends             |                              |            | 136,844                    |          |             |           | 18,860    |         
|                                                        | Other                              |                              |            | 36,881                     |          |             |           | 1,598     |         
|                                                        |                                    |                              |            |                            |          |             |           |          
|                                                        |                                    |                              | 3,234,725  |                            |          |             | 1,458,979 |          
|                                                        |                                    |                              |            |                            |          |             |           |          
|EXPENSES                                                |                                    |                              |            |                            |          |             |           |          
|                                                        | Commissions                        |                              |            | 2,145,759                  |          |             |           | 1,298,381 |         
|                                                        | Employee compensation and benefits |                              |            | 635,006                    |          |             |           | 186,591   |         
|                                                        | Occupancy and equipment            |                              |            | 144,249                    |          |             |           | 28,112    |         
|                                                        | Communications                     |                              |            | 84,808                     |          |             |           | 32,074    |         
|                                                        | Professional expenses              |                              |            | 113,358                    |          |             |           | 166,480   |         
|                                                        | Stock based compensation           |                              |            | 61,212                     |          |             |           | 17,700    |         
|                                                        | Other operating expenses           |                              |            | 327,007                    |          |             |           | 231,595   |         
|                                                        |                                    |                              |            |                            |          |             |           |          
|                                                        |                                    |                              | 3,511,399  |                            |          |             | 1,960,933 |          
|                                                        |                                    |                              |            |                            |          |             |           |          
|                                                        |                                    | NET LOSS BEFORE INCOME TAXES |            |                            | (276,674 | )           |           |           | (501,954 | )
|PROVISION FOR INCOME TAXES                              |                                    |                              |           |                            |          |             |          |          
|                                                        |                                    |                              |            |                            |          |             |           |          
|                                                        |                                    | NET LOSS                     |            | $                          | (276,674 | )           |           |           | (501,954 | )
|                                                        |                                    |                              |            |                            |          |             |           |          
|BASIC AND DILUTED LOSS PER SHARE                        |                                    | $                            | (0.01      | )                          |          |             | (0.06     | )        
|                                                        |                                    |                              |            |                            |          |             |           |          
|WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC AND DILUTED |                                    |                              | 27,573,393 |                            |          |             | 8,371,300 |          
|                                                        |                                    |                              |            |                            |          |             |           |          

See accompanying notes to financial
statements.

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

|                                                        |                                    |                              |            |                          |          |             |           |           |          |  
|------------------------------------------------------- | ---------------------------------- | ---------------------------- | ---------- | ------------------------ | -------- | ----------- | --------- | --------- | -------- | -
|                                                        |                                    |                              |            | For The Six Months Ended
|                                                        |                                    |                              |            | June 30,                
|                                                        |                                    |                              |            |                         
|                                                        |                                    |                              |            | 2003                     |          | 2002       
|                                                        |                                    |                              |            |                          |          |            
|                                                        |                                    |                              |            | (Unaudited)              |          | (Unaudited)
|REVENUES                                                |                                    |                              |            |                          |          |             |           |          
|                                                        | Commissions                        |                              | $          | 4,875,380                |          |             | $         | 3,268,687 |         
|                                                        | Interest and dividends             |                              |            | 241,041                  |          |             |           | 36,696    |         
|                                                        | Other                              |                              |            | 47,380                   |          |             |           | 1,598     |         
|                                                        |                                    |                              |            |                          |          |             |           |          
|                                                        |                                    |                              | 5,163,801  |                          |          |             | 3,306,981 |          
|                                                        |                                    |                              |            |                          |          |             |           |          
|EXPENSES                                                |                                    |                              |            |                          |          |             |           |          
|                                                        | Commissions                        |                              |            | 3,462,998                |          |             |           | 2,868,667 |         
|                                                        | Employee compensation and benefits |                              |            | 1,098,641                |          |             |           | 348,695   |         
|                                                        | Occupancy and equipment            |                              |            | 267,139                  |          |             |           | 58,281    |         
|                                                        | Communications                     |                              |            | 167,903                  |          |             |           | 65,856    |         
|                                                        | Professional expenses              |                              |            | 216,547                  |          |             |           | 317,063   |         
|                                                        | Stock based compensation           |                              |            | 167,424                  |          |             |           | 72,280    |         
|                                                        | Other operating expenses           |                              |            | 541,224                  |          |             |           | 253,125   |         
|                                                        |                                    |                              |            |                          |          |             |           |          
|                                                        |                                    |                              | 5,921,876  |                          |          |             | 3,983,967 |          
|                                                        |                                    |                              |            |                          |          |             |           |          
|                                                        |                                    | NET LOSS BEFORE INCOME TAXES |            |                          | (758,075 | )           |           |           | (676,986 | )
|PROVISION FOR INCOME TAXES                              |                                    |                              |           |                          |          |             |          |          
|                                                        |                                    |                              |            |                          |          |             |           |          
|                                                        |                                    | NET LOSS                     |            | $                        | (758,075 | )           |           |           | (676,986 | )
|                                                        |                                    |                              |            |                          |          |             |           |          
|BASIC AND DILUTED LOSS PER SHARE                        |                                    | $                            | (0.03      | )                        |          |             | (0.10     | )        
|                                                        |                                    |                              |            |                          |          |             |           |          
|WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC AND DILUTED |                                    |                              | 24,915,935 |                          |          |             | 6,629,755 |          
|                                                        |                                    |                              |            |                          |          |             |           |          

See accompanying notes to financial
statements.

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

|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |             |         |        |          |  
|---------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------ | ----------------------------------------------- | --------- | ------------------------ | -------- | ----------- | ------- | ------ | -------- | -
|                                                     |                                                                            |                                                    |                          |                                                 |           | For The Six Months Ended
|                                                     |                                                                            |                                                    |                          |                                                 |           | June 30,                
|                                                     |                                                                            |                                                    |                          |                                                 |           |                         
|                                                     |                                                                            |                                                    |                          |                                                 |           | 2003                     |          | 2002       
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     |                                                                            |                                                    |                          |                                                 |           | (Unaudited)              |          | (Unaudited)
|Cash flows from operating activities                 |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     | Net loss                                                                   |                                                    | $                        | (758,075                                        | )         |                          | $        | (676,986    | )      
|                                                     | Adjustments to reconcile net loss to net cash used in
operating activities |                                                    |                          |                                                 |           |                          |          |             |        
|                                                     |                                                                            |                                                    | Depreciation             |                                                 |           | 27,866                   |          |             |         | 20,090 |         
|                                                     |                                                                            |                                                    | Stock based compensation |                                                 |           | 167,424                  |          |             |         | 72,280 |         
|                                                     |                                                                            | Amortization of customer list and imputed interest |                          |                                                 | 125,988   |                          |          |             |        |       
|                                                     |                                                                            | Changes in:                                        |                          |                                                 |           |                          |          |             |         |       
|                                                     |                                                                            |                                                    |                          | Deposit held at clearing broker                 |           |                          | (51,698  | )           |         |        | (33      | )
|                                                     |                                                                            |                                                    |                          | Deposit held at clearing broker  related party |           |                          | 45,459   |             |         |        |         |  
|                                                     |                                                                            |                                                    |                          | Commissions receivable                          |           |                          | (315,174 | )           |         |        | 103,216  |  
|                                                     |                                                                            |                                                    |                          | Other receivable                                |           |                          | (55,141  | )           |         |        | 6,874    |  
|                                                     |                                                                            |                                                    |                          | Prepaid expenses and other                      |           |                          | (4,580   | )           |         |        | 5,566    |  
|                                                     |                                                                            |                                                    |                          | Securities owned                                |           |                          | 885      |             |         |        | 508      |  
|                                                     |                                                                            |                                                    |                          | Due from related parties                        |           |                          | (50,923  | )           |         |        | 33,829   |  
|                                                     |                                                                            |                                                    |                          | Accounts payable and accrued expenses           |           |                          | 91,200   |             |         |        | 79,224   |  
|                                                     |                                                                            |                                                    |                          | Accrued commission expense                      |           |                          | 265,832  |             |         |        | (293,094 | )
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     |                                                                            |                                                    |                          | Net cash used in operating activities           |           |                          | (510,937 | )           |         |        | (648,526 | )
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|Cash flows from investing activities                 |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     | Purchase of property and equipment                                         |                                                    |                          | (46,676                                         | )         |                          |          | (5,552      | )      
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|Cash flows from financing activities                 |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     | Issuance of common stock                                                   |                                                    |                          | 1,960,000                                       |           |                          |          | 650,000     |        
|                                                     | Issuance of treasury stock                                                 |                                                    |                          |                                                |           |                          |          | 10,848      |        
|                                                     | Payment of preferred stock dividend                                        |                                                    |                          | (7,000                                          | )         |                          |          |            |        
|                                                     | Purchase of treasury stock                                                 |                                                    |                          | (4,769                                          | )         |                          |          |            |        
|                                                     | Common stock offering costs                                                |                                                    |                          | (175,172                                        | )         |                          |          |            |        
|                                                     | Payments on debt obligations                                               |                                                    |                          | (235,385                                        | )         |                          |          | (30,619     | )      
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|                                                     |                                                                            | Net cash provided by financing activities          |                          |                                                 | 1,537,674 |                          |          |             | 630,229 |       
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|Net increase (decrease) in cash and cash equivalents |                                                                            |                                                    | 980,061                  |                                                 |           |                          | (23,849  | )          
|Cash and cash equivalents at beginning of period     |                                                                            |                                                    | 1,607,674                |                                                 |           |                          | 43,218   |            
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            
|Cash and cash equivalents at end of period           |                                                                            | $                                                  | 2,587,735                |                                                 |           | $                        | 19,369   |            
|                                                     |                                                                            |                                                    |                          |                                                 |           |                          |          |            

See accompanying notes to financial
statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)
June 30, 2003

NOTE 1  GENERAL



| |  | The condensed consolidated financial statements for the three and six
month periods ended June 30, 2003 and June 30, 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 herein 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 Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2002 for
Summit Brokerage Services, Inc. (Summit or the Company). The
results of operations for the three month and six month periods ended
June 30, 2003 are not necessarily indicative of the results for the
entire fiscal year ending December 31, 2003.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In the event the Companys operations are negatively impacted by
downturns in the economy, in general, or the financial markets, in
particular, the Company may need to raise or borrow additional funds to
support its operating requirements. There can be no assurance that any
such sources of financing would be available when needed, on
commercially reasonable terms, or at all. Also, in the normal course
of business, the Company evaluates acquisitions of businesses that
compliment its business. In connection with any acquisitions, the
Company may issue additional securities, which could result in dilution
for existing shareholders.                                                                                                                                                                                                                                                                                              
|
| |  | Certain amounts from the prior period have been reclassified to conform
to the current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

NOTE 2  DUE FROM RELATED PARTIES



| |  | At June 30, 2003, Summit has advances receivable of $10,723 from a
related company for expenses paid by Summit on the related companys
behalf. The related company is 100% owned by Summits Vice Chairman
and President.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 3  STOCKHOLDERS EQUITY



| |  | The 125,000 shares of outstanding
preferred stock as of June 30, 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
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | 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 June 30, 2003 approximated $21,500. Preferred stock
dividends paid in 2003 amounted to $7,000.                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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, 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
securities, which offering was completed on March 19, 2003. In
connection with that offering, the Company sold, to accredited
investors as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, an aggregate of 12,040,000 shares of its
common stock for gross proceeds of $3,010,000. In addition to commissions
paid in previous periods related to this offering, the Company
issued, during the three month period ended June 30, 2003,
common stock purchase warrants entitling the holders thereof to
purchase up to 58,000 shares of the Companys common stock at a
price of $0.30 per share.                                                                                                                                                                                                                                                                                                                                                           
|
| |  | On April 11, 2003, the
Company consummated, in a separate transaction, the sale of 4,000,000
shares of its common stock for gross proceeds of $1,000,000. Offering
costs incurred related to the issuance of these shares approximated
$95,000. 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: (i) grants to the purchaser certain tag-a-long rights upon a sale
of common stock by the Principal Shareholder, and (ii) agreed to vote
his shares in favor of a nominee director designated by the purchaser.
During the three month period ended June 30, 2003, the Company issued,
as commissions related to this offering: (i) common stock
purchase warrants entitling the holders thereof to purchase up to
400,000 shares of the Companys common stock at a price of $0.30 per
share, and (ii) 80,000 shares of the Companys common stock.
|
| |  | On June 3, 2003, the Company entered into an agreement to issue 27,741
shares of its common stock for services, the fair market value
of which has been included in the June 30, 2003 accounts payable
balance. As of July 31, 2003, the Company had not yet issued these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

8



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##### Table of Contents





| |  | 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 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 under the provisions of Accounting Principles
Board, Accounting for Stock Issued to Employees (APB No. 25). The
Company accounts for stock-based compensation of non-employees under
the provisions of SFAS No. 123. During the three months ended June 30,
2003, 122,500 options were issued for which the Company did not record
any unearned stock compensation. The Company has also agreed to issue
options entitling the holder thereof to acquire up to 600,000 shares of
common stock at a price of $.45 per share. As of July 31, the Company
had not yet issued these options. The Company did not have any
stock-based compensation to non-employees during 2003. SFAS No. 123
also requires that companies electing to continue to use the intrinsic
value method 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 options. The effects of applying SFAS No. 123 during the
three and six month periods ended June 30, 2003 and 2002 are as follows:

|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |            |  
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | -------------- | -------- | -------------- | - | ------------- | -------- | ------------- | - | -------- | -------- | - | - | ---------- | ---------- | -
|                                                                                                                                   |                                 |   | 3 Months Ended |          | 6 Months Ended
|                                                                                                                                   |                                 |   |                |          |               
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |           
|                                                                                                                                   |                                 |   | June 30, 2003  |          | June 30, 2002  |   | June 30, 2003 |          | June 30, 2003 |  
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |              
|Net loss as reported:                                                                                                              |                                 | $ | (276,674       | )        |                | $ | (501,954      | )        |               | $ | (758,075 | )        |   | $ | (676,986   | )         
|Deduct: Total stock-based
compensation expense determined
under fair value based method
for all awards, net of related
tax effects |                                 |   | (114,105       | )        |                |   | (11,031       | )        |               |   | (240,373 | )        |   |   | (1,504,030 | )         
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |           
|                                                                                                                                   | Pro forma net loss              |   | $              | (390,779 | )              |   | $             | (512,985 | )             |   |          | (998,448 | ) |   | $          | (2,181,016 | )
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |           
|Net loss per share:                                                                                                                |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |           
|                                                                                                                                   | Basic and Diluted  as reported |   | $              | (0.01    | )              |   | $             | (0.06    | )             |   | $        | (0.03    | ) |   | $          | (0.10      | )
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |           
|                                                                                                                                   | Basic and diluted  pro forma   |   | $              | (0.01    | )              |   | $             | (0.06    | )             |   | $        | (0.04    | ) |   | $          | (0.33      | )
|                                                                                                                                   |                                 |   |                |          |                |   |               |          |               |   |          |          |   |   |            |           

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

9



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##### Table of Contents



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 4  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 June 30, 2003, the Company had net capital of
$2,401,584 which was $2,151,584 in excess of its required minimum net
capital of $250,000. The Companys aggregate indebtedness to net
capital ratio was .37 to 1 at June 30, 2003.

NOTE 5  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 an employment agreement with
each of the registered 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 June 30, 2003 approximated $48,000.
Imputed interest is presented as a discount on the note payable and is
being amortized over the life of the loan using the effective interest
method. Amortization of imputed interest for the three-month period
ended June 30, 2003 approximated $19,000.

10



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##### Table of Contents






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 and six month periods ended June
30, 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.

Comparison of Three Months Ended June 30, 2003 and June 30, 2002

Revenues.Revenues for the three months ended June 30, 2003 were
$3,234,725 reflecting an increase of $1,775,746 (or 122%) from reported
revenues of $1,458,979 for the three months ended June 30, 2002. This increase
was due primarily to an increase in the number of the Companys financial
advisors, including as a result of the acquisition of the Boca Raton Branch of
Wachovia Securities Financial Network, Inc.

Expenses.Expenses for the three months ended June 30, 2003 increased by
$1,550,466 (or 79%) to $3,511,399 from $1,960,933 for the three months ended
June 30, 2002. The increase in expenses was largely attributable to an increase
in: (i) commission expense of $847,378, which amounts relate to the Companys
increased revenues, and (ii) employee compensation and benefits resulting from
the addition of several new employees, including in connection with the
acquisition of the Wachovia Branch. For the three month period ended June 30,
2003, employee compensation and benefits costs increased by $448,415 over the
comparable period for 2002.

Net Loss.Net loss for the three months ended June 30, 2003 was $276,674,
reflecting a decrease of $225,280 (or 45%) from a net loss of $501,954 during
the three months ended June 30, 2002. The decreased net loss was primarily due
to the added gross margin contribution resulting from the Companys increased
revenues. Net loss for the three months ended June 30, 2003 was (8%) of
revenues, as compared to (34%) for the three months ended June 30, 2002. The
Companys basic loss per share was ($0.01) for the three months ended June 30,
2003, compared to a per share loss of ($0.06) for the three months ended June
30, 2002.

Comparison of Six Months Ended June 30, 2003 and June 30, 2002

Revenues.Revenues for the six months ended June 30, 2003 were $5,163,801
reflecting an increase of $1,856,820 (or 56%) from reported revenues of
$3,306,981 for the six months ended June 30, 2002. This increase was due
primarily to an increase in the number of the Companys financial advisors,
including as a result of the acquisition of the Boca Raton Branch of Wachovia
Securities Financial Network, Inc.

Expenses.Expenses for the six months ended June 30, 2003 increased by
$1,937,909 (or 49%) to $5,921,876 from $3,983,967 for the six months ended June
30, 2002. The increase in expenses was largely attributable to an increase in:
(i) employee compensation and benefits resulting from the addition

11



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##### Table of Contents



of several
new employees, including in connection with the acquisition of the Wachovia
Branch. For the six month period ended June 30, 2003, employee compensation
and benefits costs increased by $749,946 over the comparable period for 2002,
and (ii) commission expense of $594,331, which amounts relate to the Companys
increased revenues.

Net Loss.Net loss for the six months ended June 30, 2003 was $758,075,
reflecting an increase of $81,089 (or 12%) from a net loss of $676,986 during
the six months ended June 30, 2002. The increased net loss was primarily due
to increased operating expenses related to the Wachovia Branch acquisition
during the first quarter of 2003. Net loss for the six months ended June 30,
2003 was (15%) of revenues, as compared to (20%) for the six months ended
June 30, 2002. The Companys basic loss per share was ($0.03) for the six
months ended June 30, 2003, compared to a per share loss of ($0.10) for the
six months ended June 30, 2002.

Liquidity and Capital Resources

Net cash
used in operating activities totaled ($510,937) during the six
months ended June 30, 2003, compared to net cash used of ($648,526) for the six
months ended June 30, 2002. The decrease in cash used in
operating activities was impacted by, among other things, the
inclusion during the six month period ended June 30, 2003 of
approximately $321,000 of non-cash charges for depreciation,
amortization and stock based compensation expense, versus only
approximately $92,000 for the same period of 2002, resulting in a net
difference of $299,000. Cash used in operating activities is also
impacted by changes in the respective balance sheet accounts of
certain of the Companys assets and liabilities. For the period
ended June 30, 2003, the Company recognized as revenues
approximately $315,000 more than it received in cash, while it
reported as commission expense approximately $265,000 more than it
paid in cash. This compares with the six month period ended June 30, 2002 in that the Company recognized as revenues approximately
$103,000 less than it received in cash, while it reported as
commission expense approximately $293,000 less than it paid in cash.

Cash
used in investing activities (capital expenditures) totaled $46,676
and $5,552 during the six months ended June 30, 2003 and 2002, respectively.
Capital expenditures were primarily comprised of the acquisition of computer
hardware.

Net cash provided by financing activities totaled $1,537,674 and $630,229
during the six months ended June 30, 2003 and 2002, respectively. During the
quarter ended June 30, 2003, financing activities consisted primarily of the
private offering and sale, completed on April 11, 2003, of 4,000,000 shares of
our common stock for a total purchase price of $1,000,000, or $.25 per share.

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.




Item 3. Controls and Procedures

We have evaluated, with the participation of our Chief Executive Officer
and Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of June 30, 2003. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer have each concluded that our disclosure
controls and procedures are effective to ensure that we record, process,
summarize, and report information required to be disclosed by us in our
quarterly reports filed under the Securities Exchange Act within the time
periods specified by the Securities and Exchange Commissions rules and forms.

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.

12



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings

From time to time we are engaged in various legal and regulatory
proceedings arising in the normal course of business. While it is not possible
to determine with certainty the outcome of these matters, we are of the opinion
the eventual resolution of such proceedings will not have a material adverse
effect on our financial position or operating results.




Item 2. Changes in Securities and Use of Proceeds



| | (a) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c) |  | On April 11, 2003, the Company closed on the sale of
4,000,000 shares of common stock to Antares Capital Fund III Limited
Partnership (Antares) pursuant to a Stock Purchase Agreement
between the Company and Antares, an accredited investor, for a total
purchase price of $1,000,000 in cash. With respect to the offer and
sale of such securities, we relied on the exemption provided under
Section 4(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder. Antares confirmed in writing to the Company
that it was an accredited investor and that it was purchasing the
securities for investment purposes only. The securities are
restricted and the certificates bear a legend accordingly. The
securities are subject to certain lock-up provisions and certain
registration rights.
|
| | (d) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            




Item 3. Defaults Upon Senior Securities



| |  | Not applicable.
| |  | ---------------




Item 4. Submission of Matters to a Vote of Security Holders



| |  | Not applicable.
| |  | ---------------




Item 5. Other Information

The Companys 2003 annual meeting has been tentatively scheduled for
October 21, 2003. As a result, September 10, 2003 is the deadline for
shareholder proposals pursuant to the section entitled Shareholder Proposals
For 2003 Annual Meeting contained in the Companys proxy statement for its
2002 annual meeting dated August 8, 2002.

13



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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)                                                                                                                                        
|3.1.4  |  | Amendment to Amended and Restated Articles of Incorporation effected April 9, 2003 (13)                                                                                                                                          
|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)
Stock Purchase Agreement between the Company and Antares Capital Fund III Limited
|10.20  |  | Partnership (Antares) (13)                                                                                                                                                                                                      
|10.21  |  | Supplemental Letter between the Company and Antares (w/o exhibits) (13)                                                                                                                                                          
|10.22  |  | Registration Rights Agreement between the Company and Antares (13)                                                                                                                                                               
|10.23  |  | Co-Sale and Voting Rights Agreement between the Company and Antares (13)                                                                                                                                                         
|31.1   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended.*                                                                       
|31.2   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended*                                                                        
|32.1   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*                                                                              
|32.2   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of The Sarbanes-Oxley Act of 1002.*                                                                              

14



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---

|*    |  | 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.
|    
|(3)  |  | Incorporated by reference to the Companys Proxy Statement on Schedule 14A, filed July 31, 2000.                                                                                                                                                                                                                                                                                                                                             
|    
|(4)  |  | Incorporated by reference to the Companys Information Statement on Schedule 14C, filed September 26, 2000.                                                                                                                                                                                                                                                                                                                                  
|    
|(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.                                                                                                                                                                                                                                                                    
|    
|(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.                                                                                                                                                                                                                                                                                         
|    
|(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.                                                                                                                                                                                                                                                                                                    
|    
|(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.                                                                                                                                                                                                                                                                                                   
|    
|(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.                                                                                                                                                                                                                                                                                                 
|    
|(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.                                                                                                                                                                                                                                                                                         
|    
|(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.                                                                                                                                                                                                                                                                                                    
|    
|(12) |  | Incorporated by reference to the Companys amendment to Current Report on Form 8-K filed
March 18, 2003.                                                                                                                                                                                                                                                                                                                                     
|    
|(13) |  | Incorporated by reference to the Companys Current Report on Form 8-K filed April 21, 2003.                                                                                                                                                                                                                                                                                                                                                  
|    
|(b)  |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                          

A current report on Form 8-K dated April 11, 2003 was filed with the SEC
on April 21, 2003, for purposes of reporting (i) the sale of 1,000,000 shares
of common stock to Antares Capital Fund III Limited Partnership, and related
documents.

[Signature Page Follows]

15



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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 report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                      |  |                                                                                                       
|--------------------- |  | ------------------------------------------------------------------------------------------------------
|                      |  | Summit Brokerage Services, Inc.
(Registrant)                                                          
|                      |  |                                                                                                       
|Date: August 14, 2003 |  | /s/ Marshall T. Leeds                                                                                 
|                      |  |                                                                                                       
|                      |  | Marshall T. Leeds, Chairman of the Board & Chief 
Executive Officer
(Principal Executive Officer)     
|                      |  |                                                                                                       
|Date: August 14, 2003 |  | /s/ Steven C. Jacobs                                                                                  
|                      |  |                                                                                                       
|                      |  | Steven C. Jacobs, Executive Vice President and 
Chief Financial Officer
(Principal Accounting Officer)

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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                            
|NUMBER  |  | DESCRIPTION                                                                                                                                                
|        |  |                                                                                                                                                            
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended* 
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.*
|32.1    |  | Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of The Sarbanes-Oxley Act of 2002.*        
|32.2    |  | Certification Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of The Sarbanes-Oxley Act of 2002.*           



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

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