##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB/A

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

OR

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

Commission File No: 0-29337

SUMMIT BROKERAGE SERVICES, INC.

(Exact name of registrant as specified in its charter)


|                                                                       |  |                                                  
|---------------------------------------------------------------------- |  | -------------------------------------------------
|Florida
(State or other jurisdiction of
incorporation or organization) |  | 59 - 3202578
(I.R.S. Employer Identification No.)

980 North Federal Highway
Suite 310
Boca Raton, FL 33432
(561) 338-2800

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

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



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SUMMIT BROKERAGE SERVICES, INC.

INDEX

The following items are amended:

|                                |                                                                                               |                                                                                                                                                  |    |      |   | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                                |                                                                                               |                                                                                                                                                  |    | Page
|PART I - FINANCIAL INFORMATION: |                                                                                               |                                                                                                                                                  |    |     
|                                | Item 1. Financial Statements                                                                  |                                                                                                                                                  |    |      |  
|                                |                                                                                               | Condensed Consolidated Statement of Financial Condition at June 30, 2003 (unaudited)                                                             |    |      | 3 | 
|                                |                                                                                               | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
for the Three Months ended June 30, 2003 and 2002 (unaudited) |    |      | 4 | 
|                                |                                                                                               | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
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 Unaudited Condensed Consolidated Financial Statements (unaudited)                                                                       |    |      | 7 | 
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                                                  |    | 14   |  
|                                | Item 3. Controls and Procedures                                                               |                                                                                                                                                  |    | 18   |  
|PART II - OTHER INFORMATION     |                                                                                               |                                                                                                                                                  |    |     
|                                | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                  |    | 19   |  
|SIGNATURES                      |                                                                                               |                                                                                                                                                  | 21 |     

FORWARD LOOKING STATEMENTS

This amended Report contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the
Securities Act). When used in this amended 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 |                            |          | $           | 1,379,067 |         
|                                                        | Interest and dividends             |                              |            | 136,844   |                            |          |             | 18,860    |         
|                                                        | Other                              |                              |            | 49,335    |                            |          |             |          |         
|                                                        |                                    |                              |            |           |                            |          |             |          
|                                                        |                                    |                              | 3,247,179  |           |                            |          | 1,397,927   |          
|                                                        |                                    |                              |            |           |                            |          |             |          
|EXPENSES                                                |                                    |                              |            |           |                            |          |             |          
|                                                        | Commissions and clearing costs     |                              |            | 2,261,429 |                            |          |             | 1,257,156 |         
|                                                        | Employee compensation and benefits |                              |            | 679,528   |                            |          |             | 215,383   |         
|                                                        | Occupancy and equipment            |                              |            | 144,249   |                            |          |             | 39,387    |         
|                                                        | Communications                     |                              |            | 84,808    |                            |          |             | 31,141    |         
|                                                        | Professional expenses              |                              |            | 135,983   |                            |          |             | 256,407   |         
|                                                        | Depreciation and amortization      |                              |            | 62,646    |                            |          |             | 9,121     |         
|                                                        | Other operating expenses           |                              |            | 155,210   |                            |          |             | 91,286    |         
|                                                        |                                    |                              |            |           |                            |          |             |          
|                                                        |                                    |                              | 3,523,853  |           |                            |          | 1,899,881   |          
|                                                        |                                    |                              |            |           |                            |          |             |          
|                                                        |                                    | 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 |                          |          | $           | 3,152,457 |         
|                                                        | Interest and dividends             |                              |            | 241,041   |                          |          |             | 36,696    |         
|                                                        | Other                              |                              |            | 67,037    |                          |          |             | 1,598     |         
|                                                        |                                    |                              |            |           |                          |          |             |          
|                                                        |                                    |                              | 5,183,458  |           |                          |          | 3,190,751   |          
|                                                        |                                    |                              |            |           |                          |          |             |          
|EXPENSES                                                |                                    |                              |            |           |                          |          |             |          
|                                                        | Commissions and clearing costs     |                              |            | 3,634,403 |                          |          |             | 2,777,332 |         
|                                                        | Employee compensation and benefits |                              |            | 1,238,776 |                          |          |             | 449,760   |         
|                                                        | Occupancy and equipment            |                              |            | 269,002   |                          |          |             | 83,963    |         
|                                                        | Communications                     |                              |            | 166,715   |                          |          |             | 66,066    |         
|                                                        | Professional expenses              |                              |            | 261,797   |                          |          |             | 340,236   |         
|                                                        | Depreciation and amortization      |                              |            | 107,167   |                          |          |             | 20,090    |         
|                                                        | Other operating expenses           |                              |            | 263,673   |                          |          |             | 130,290   |         
|                                                        |                                    |                              |            |           |                          |          |             |          
|                                                        |                                    |                              | 5,941,533  |           |                          |          | 3,867,737   |          
|                                                        |                                    |                              |            |           |                          |          |             |          
|                                                        |                                    | 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 UNAUDITED 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  RECLASSIFICATIONS



| |  | The Company has restated certain revenue and expense accounts which
have been incorporated in the financial statements included in this
10-QSB. The reclassifications consist of the following: 1.)
Reclassifying the stock-based compensation expense to either employee
compensation and benefits or professional expenses depending on
whether the stock-based compensation earned was attributable to
employees or non-employees of the Company. 2.) Reclassifying certain
reimbursed costs for which the Company has already incurred the

related expenses as well as reclassifying expenses which were
originally included as other operating expenses into a more
descriptive account in the statement of losses.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | For consistency purposes, the Company has restated its 10-QSB for the
2002 periods included in this filing. The following schedules present
a reconciliation of the 2003 and 2002 amounts reported as originally
filed in Form 10-QSB for the period ended June 30, 2003 to the amounts
reported as amended in this June 30, 2003 filing of Form 10-QSB.                                                                                                                                                                                                                                                                                                                                                                 

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NOTE 2  RECLASSIFICATIONS(Continued)

|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|-------- | ---------------------------------- | - | ------------- | --------- | ---------------- | - | --------- | ------- | ---------------- | - | ------------ | -------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed     |           |                  |   |           |         |                  |   |              |          | Condensed
|         |                                    |   | Consolidated  |           |                  |   |           |         | Reclassification |   | Consolidated
|         |                                    |   | as originally |           |                  |   |           |         | of reimbursed    |   | as restated 
|         |                                    |   | filed for the |           |                  |   |           |         | expenses         |   | for the     
|         |                                    |   | three months  |           | Reclassification |   | and other |         | three months    
|         |                                    |   | ended         |           | of stock-based   |   | operating |         | ended           
|         |                                    |   | June 30, 2003 |           | compensation     |   | expenses  |         | June 30, 2003   
|         |                                    |   |               |           |                  |   |           |         |                 
|Revenues |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions                        |   | $             | 3,061,000 |                  |   | $         |        |                  |   | $            |         |           |   | $         | 3,061,000 | 
|         | Interest and dividends             |   |               | 136,844   |                  |   |           |        |                  |   |              |         |           |   |           | 136,844   | 
|         | Other                              |   |               | 36,881    |                  |   |           |        |                  |   |              | 12,454   |           |   |           | 49,335    | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 3,234,725     |           |                  |   |          |         |                  |   | 12,454       |          |           |   | 3,247,179 |          
|Expenses |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions and clearing costs     |   |               | 2,145,759 |                  |   |           |        |                  |   |              | 115,670  |           |   |           | 2,261,429 | 
|         | Employee compensation and benefits |   |               | 635,006   |                  |   |           | 38,587  |                  |   |              | 5,935    |           |   |           | 679,528   | 
|         | Occupancy and equipment            |   |               | 144,249   |                  |   |           |        |                  |   |              |         |           |   |           | 144,249   | 
|         | Communications                     |   |               | 84,808    |                  |   |           |        |                  |   |              |         |           |   |           | 84,808    | 
|         | Professional expenses              |   |               | 113,358   |                  |   |           | 22,625  |                  |   |              |         |           |   |           | 135,983   | 
|         | Stock based compensation           |   |               | 61,212    |                  |   |           | (61,212 | )                |   |              |         |           |   |           |          | 
|         | Depreciation and amortization      |   |               |          |                  |   |           |        |                  |   |              | 62,646   |           |   |           | 62,646    | 
|         | Other operating expenses           |   |               | 327,007   |                  |   |           |        |                  |   |              | (171,797 | )         |   |           | 155,210   | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 3,511,399     |           |                  |   |          |         |                  |   | 12,454       |          |           |   | 3,523,853 |          
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|Net
Loss |                                    | $ | (276,674      | )         |                  | $ |          |         |                  | $ |             |          |           | $ | (276,674  | )        
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          

|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|-------- | ---------------------------------- | - | ------------- | --------- | ---------------- | - | --------- | ------- | ---------------- | - | ------------ | -------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed     |           |                  |   |           |         |                  |   |              |          | Condensed
|         |                                    |   | Consolidated  |           |                  |   |           |         | Reclassification |   | Consolidated
|         |                                    |   | as originally |           |                  |   |           |         | of reimbursed    |   | as restated 
|         |                                    |   | filed for the |           |                  |   |           |         | expenses         |   | for the     
|         |                                    |   | three months  |           | Reclassification |   | and other |         | three months    
|         |                                    |   | ended         |           | of stock-based   |   | operating |         | ended           
|         |                                    |   | June 30, 2002 |           | compensation     |   | expenses  |         | June 30, 2002   
|         |                                    |   |               |           |                  |   |           |         |                 
|Revenues |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions                        |   | $             | 1,438,521 |                  |   | $         |        |                  |   | $            | (59,454  | )         |   | $         | 1,379,067 | 
|         | Interest and dividends             |   |               | 18,860    |                  |   |           |        |                  |   |              |         |           |   |           | 18,860    | 
|         | Other                              |   |               | 1,598     |                  |   |           |        |                  |   |              | (1,598   | )         |   |           |          | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 1,458,979     |           |                  |   |          |         |                  |   | (61,052      | )        |           |   | 1,397,927 |          
|Expenses |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions and clearing costs     |   |               | 1,298,381 |                  |   |           |        |                  |   |              | (41,225  | )         |   |           | 1,257,156 | 
|         | Employee compensation and benefits |   |               | 186,591   |                  |   |           | 1,323   |                  |   |              | 27,469   |           |   |           | 215,383   | 
|         | Occupancy and equipment            |   |               | 28,112    |                  |   |           |        |                  |   |              | 11,275   |           |   |           | 39,387    | 
|         | Communications                     |   |               | 32,074    |                  |   |           |        |                  |   |              | (933     | )         |   |           | 31,141    | 
|         | Professional expenses              |   |               | 166,480   |                  |   |           | 16,377  |                  |   |              | 73,550   |           |   |           | 256,407   | 
|         | Stock based compensation           |   |               | 17,700    |                  |   |           | (17,700 | )                |   |              |         |           |   |           |          | 
|         | Depreciation and amortization      |   |               |          |                  |   |           |        |                  |   |              | 9,121    |           |   |           | 9,121     | 
|         | Other operating expenses           |   |               | 231,595   |                  |   |           |        |                  |   |              | (140,309 | )         |   |           | 91,286    | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 1,960,933     |           |                  |   |          |         |                  |   | (61,052      | )        |           |   | 1,899,881 |          
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|Net
Loss |                                    | $ | (501,954      | )         |                  | $ |          |         |                  | $ |             |          |           | $ | (501,954  | )        
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          

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##### Table of Contents



NOTE 2  RECLASSIFICATIONS(Continued)

|         |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |           | 
|-------- | ---------------------------------- | - | ------------- | --------- | ---------------- | - | --------- | -------- | ---------------- | - | ------------ | -------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed     |           |                  |   |           |          |                  |   |              |          | Condensed
|         |                                    |   | Consolidated  |           |                  |   |           |          | Reclassification |   | Consolidated
|         |                                    |   | as originally |           |                  |   |           |          | of reimbursed    |   | as restated 
|         |                                    |   | filed for the |           |                  |   |           |          | expenses         |   | for the     
|         |                                    |   | six months    |           | Reclassification |   | and other |          | six months      
|         |                                    |   | ended         |           | of stock-based   |   | operating |          | ended           
|         |                                    |   | June 30, 2003 |           | compensation     |   | expenses  |          | June 30, 2003   
|         |                                    |   |               |           |                  |   |           |          |                 
|Revenues |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |          
|         | Commissions                        |   | $             | 4,875,380 |                  |   | $         |         |                  |   | $            |         |           |   | $         | 4,875,380 | 
|         | Interest and dividends             |   |               | 241,041   |                  |   |           |         |                  |   |              |         |           |   |           | 241,041   | 
|         | Other                              |   |               | 47,380    |                  |   |           |         |                  |   |              | 19,657   |           |   |           | 67,037    | 
|         |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 5,163,801     |           |                  |   |          |          |                  |   | 19,657       |          |           |   | 5,183,458 |          
|Expenses |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |          
|         | Commissions and clearing costs     |   |               | 3,462,998 |                  |   |           |         |                  |   |              | 171,405  |           |   |           | 3,634,403 | 
|         | Employee compensation and benefits |   |               | 1,098,641 |                  |   |           | 122,174  |                  |   |              | 17,961   |           |   |           | 1,238,776 | 
|         | Occupancy and equipment            |   |               | 267,139   |                  |   |           |         |                  |   |              | 1,863    |           |   |           | 269,002   | 
|         | Communications                     |   |               | 167,903   |                  |   |           |         |                  |   |              | (1,188   | )         |   |           | 166,715   | 
|         | Professional expenses              |   |               | 216,547   |                  |   |           | 45,250   |                  |   |              |         |           |   |           | 261,797   | 
|         | Stock based compensation           |   |               | 167,424   |                  |   |           | (167,424 | )                |   |              |         |           |   |           |          | 
|         | Depreciation and amortization      |   |               |          |                  |   |           |         |                  |   |              | 107,167  |           |   |           | 107,167   | 
|         | Other operating expenses           |   |               | 541,224   |                  |   |           |         |                  |   |              | (277,551 | )         |   |           | 263,673   | 
|         |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 5,921,876     |           |                  |   |          |          |                  |   | 19,657       |          |           |   | 5,941,533 |          
|         |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |           | 
|Net
Loss |                                    | $ | (758,075      | )         |                  | $ |          |          |                  | $ |             |          |           | $ | (758,075  | )        
|         |                                    |   |               |           |                  |   |           |          |                  |   |              |          |           |   |           |          

|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|-------- | ---------------------------------- | - | ------------- | --------- | ---------------- | - | --------- | ------- | ---------------- | - | ------------ | -------- | --------- | - | --------- | --------- | 
|         |                                    |   | Condensed     |           |                  |   |           |         |                  |   |              |          | Condensed
|         |                                    |   | Consolidated  |           |                  |   |           |         | Reclassification |   | Consolidated
|         |                                    |   | as originally |           |                  |   |           |         | of reimbursed    |   | as restated 
|         |                                    |   | filed for the |           |                  |   |           |         | expenses         |   | for the     
|         |                                    |   | six months    |           | Reclassification |   | and other |         | six months      
|         |                                    |   | ended         |           | of stock-based   |   | operating |         | ended           
|         |                                    |   | June 30, 2002 |           | compensation     |   | expenses  |         | June 30, 2002   
|         |                                    |   |               |           |                  |   |           |         |                 
|Revenues |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions                        |   | $             | 3,268,687 |                  |   | $         |        |                  |   | $            | (116,230 | )         |   | $         | 3,152,457 | 
|         | Interest and dividends             |   |               | 36,696    |                  |   |           |        |                  |   |              |         |           |   |           | 36,696    | 
|         | Other                              |   |               | 1,598     |                  |   |           |        |                  |   |              |         |           |   |           | 1,598     | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 3,306,981     |           |                  |   |          |         |                  |   | (116,230     | )        |           |   | 3,190,751 |          
|Expenses |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          
|         | Commissions and clearing costs     |   |               | 2,868,667 |                  |   |           |        |                  |   |              | (91,335  | )         |   |           | 2,777,332 | 
|         | Employee compensation and benefits |   |               | 348,695   |                  |   |           | 55,903  |                  |   |              | 45,162   |           |   |           | 449,760   | 
|         | Occupancy and equipment            |   |               | 58,281    |                  |   |           |        |                  |   |              | 25,682   |           |   |           | 83,963    | 
|         | Communications                     |   |               | 65,856    |                  |   |           |        |                  |   |              | 210      |           |   |           | 66,066    | 
|         | Professional expenses              |   |               | 317,063   |                  |   |           | 16,377  |                  |   |              | 6,796    |           |   |           | 340,236   | 
|         | Stock based compensation           |   |               | 72,280    |                  |   |           | (72,280 | )                |   |              |         |           |   |           |          | 
|         | Depreciation and amortization      |   |               |          |                  |   |           |        |                  |   |              | 20,090   |           |   |           | 20,090    | 
|         | Other operating expenses           |   |               | 253,125   |                  |   |           |        |                  |   |              | (122,835 | )         |   |           | 130,290   | 
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|         |                                    |   | 3,983,967     |           |                  |   |          |         |                  |   | (116,230     | )        |           |   | 3,867,737 |          
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |           | 
|Net
Loss |                                    | $ | (676,986      | )         |                  | $ |          |         |                  | $ |             |          |           | $ | (676,986  | )        
|         |                                    |   |               |           |                  |   |           |         |                  |   |              |          |           |   |           |          

NOTE 3 - DUE FROM/TO 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 The related company is 100% owned by Summits companys behalf.
Vice Chairman and President.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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NOTE 4 - 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 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, or in part. Any partial
redemption shall be allocated among the holders of preferred shares pro
rata or by lot, as determined by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | On October 14, 2002, the Company began a private offering of its
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 $.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. Tag-a-Long rights are defined under a co-sale agreement
and voting agreement between Antares and the principal shareholder,
whereby Antares has the right, in its discretion, to participate in any
sale, transfer or other disposition of any shares of common stock by
the principal shareholder, his family members or entities they control,
on the same terms and conditions as their sale. The number of shares
Antares would be able to include in the sale is subject to a formula
set forth in the agreement.                                                                                                                                                                                                                                                          

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NOTE 4- STOCKHOLDERS EQUITY(Continued)



| |  | The Co-Sale and Voting Agreement terminates when the purchaser no
longer owns 2,000,000 of the 4,000,000 shares purchased in April 2003
(as adjusted for stock split, dividends, recapitalizations an similar
events). The Co-Sale and Voting Agreement may also be terminated upon
the closing of a public offering of the Companys securities resulting
in net proceeds to the Company of $20,000,000 at a per share price of
at least $2.50 (as adjusted for stock splits, dividends,
recapitalizations and the like).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | 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. The Company has not adopted fair value
accounting for its employee stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | The Company currently accounts for its employee stock-based
compensation arrangements using the intrinsic value method under the
provisions of Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (APB No. 25). The Company accounts for
stock-based compensation of non-employees using the fair value method
under the provisions of SFAS No. 123. Most often, options are granted
for the provision of future services, such as continued employment or,
in the case of independent registered representatives, their
affiliation with Summit. Consequently, the options typically provide
for vesting over a period of years, with a certain percentage of the
options vesting each year upon the anniversary date of the grant (to
the extent the grantee is still affiliated with the Company). In
certain instances, unearned stock compensation is recorded for options
issued to either employees or non-employees for services to be rendered
in the future. Any unearned stock compensation is generally amortized
over the period the underlying options are earned, which is typically
the vesting period. During the three months ended June 30, 2003,
122,500 options were issued to independent representatives, which are
considered non-employees of the Company, which are earned through cliff
vesting and/or production goals in the future. In February 2003, the
Company also informally agreed to issue an option to an officer and
director of the Company, to acquire up to 600,000 shares of common
stock. The option price of $.45 per share was not determined until
August 2003 and thus the option will be recorded in the third fiscal
quarter. As of the date of this report, the Company had not yet issued
these options. SFAS No. 123 also requires that companies electing to
continue to use the intrinsic value method for options issued to
employees make pro forma disclosure of net income and net income per
share as if the fair value method of accounting had been applied. The
Company used the Black-Scholes option-pricing model to estimate the
fair value of these options. The effects of applying SFAS No. 123
during the three months ended June 30, 2003 and 2002 are as follows:

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NOTE 4- STOCKHOLDERS EQUITY(Continued)

|                                                                                                                                        |                                 |   |                |          |                |   |          |          |          |   |          |          |   |   |            |            |  
|--------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | - | -------------- | -------- | -------------- | - | -------- | -------- | -------- | - | -------- | -------- | - | - | ---------- | ---------- | -
|                                                                                                                                        |                                 |   | 3 Months Ended |          | 6 Months Ended
|                                                                                                                                        |                                 |   |                |          |               
|                                                                                                                                        |                                 |   | June 30,       |          | June 30,       |   | June 30, |          | June 30,
|                                                                                                                                        |                                 |   | 2003           |          | 2002           |   | 2003     |          | 2002    
|                                                                                                                                        |                                 |   |                |          |                |   |          |          |         
|Net loss as reported:                                                                                                                   |                                 | $ | (276,674       | )        |                | $ | (501,954 | )        |          | $ | (758,075 | )        |   | $ | (676,986   | )         
|Deduct: Additional 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 the fair value of
traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input
of highly subjective assumptions including the expected stock price
volatility. Because the Companys employee stock options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in managements opinion, the existing
models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5- NET CAPITAL REQUIREMENT



| |  | The Company is subject to the Securities and Exchange Commission
Uniform Net Capital rule (SEC Rule 15c3-1), which requires the
maintenance of minimum net capital and requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not
exceed 15 to 1. At 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 6- ACQUISITION



| |  | On January 2, 2003, the Company acquired, in an asset purchase
agreement, the Boca Raton Branch of Wachovia Securities Financial
Network, Inc. (the Branch). The Branch was an affiliated retail
branch office of Wachovia Securities Financial Network, Inc.
(Wachovia), with approximately 30 registered representatives
conducting retail brokerage business. The purchase price was
approximately $1,800,000, payable to Wachovia over four years. The
purchase price contemplated the signing of a registered representative
agreement with each of the registered representatives. As of March 31,
2003, substantially all of the registered representatives had signed
agreements with the Company. The purchase price approximated the
unamortized outstanding balance of sign-on bonuses paid by Wachovia to
the registered representatives, which bonuses are subject to
reimbursement by the representatives in an amount equal to the
unamortized outstanding balance if the representative leaves before the
designated date. The purchase price is being paid by Summit in equal
monthly payments over the four-year period commencing January 2003.
The continuous employment of all of the representatives is not
guaranteed; however, for representatives who do not maintain employment
with the Company through the entire four-year period ending January 2,
2007, a pro-rata adjustment to the purchase price for the remaining
non-employed period will be made. Upon leaving the Company, Wachovia,
not the Company, retains the right to reclaim the unamortized portion
of the original bonuses paid to the representatives. Management
believes that the acquisition will expand its market presence and
overall customer base. In accordance with Financial Accounting
Standards (SFAS) No. 141, Business Combinations, the results of
operations of the Branch have been included in the
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12



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##### Table of Contents



NOTE 6- ACQUISITION(Continued)



| |  | 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, at 5.25%, using the effective interest method.
Amortization of imputed interest for the three-month period ended June
30, 2003 approximated $19,000. As of the date of the acquisition,
there were no contingent considerations which needed to be recorded in
accordance with SFAS No. 141. The Company anticipates this goodwill to
be fully deductible for tax purposes over fifteen years.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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.

Overview

Summit Brokerage Services, Inc. is a financial services firm that provides
full service retail securities brokerage through its network of almost 140
registered representatives serving retail and, to a much lesser extent,
institutional customer accounts. With the exception of our Boca Branch, which
we acquired from Wachovia Securities in January 2003, our approximately 70
other branch offices are owned and operated by independent owners who maintain
all appropriate licenses and are responsible for all office overhead and
expenses. Because these independent operators, many of whom are financial
planners, are required to pay their own expenses, we generally pay them a much
greater percentage of the commissions and fee income they generate, typically
80% - 90%.

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

Summit is registered as a broker-dealer with the Securities and Exchange
Commission, and is a member of NASD, the Securities Investor Protection
Corporation and the Municipal Securities Rulemaking Board. We are licensed to
conduct our brokerage activities in 47 states, as well as the District of
Columbia. Our Registered Investment Advisor, Summit Financial Group, Inc., is
licensed to conduct business in 22 states.

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

We have a history of operating losses. For the six month period ended
June 30, 2003, we reported a loss of $758,075, versus a loss of $676,986 for
the comparable period of 2002. Our revenues during this period, however,
reflected significant growth, from $3.2 million to $5.2 million (or 63%). We
believe our revenue growth is due primarily to the addition of several
registered representatives during 2003, combined with an increase in investor
confidence. In general, our financial results can be impacted by a number of
factors, including our ability to recruit and retain registered representatives
as well as general market conditions and volatility, which are often
expressions of investor confidence. In periods of waning investor confidence,
such as 2002, our revenues suffer as our clients make fewer investments.
Furthermore, our results during any particular period may be negatively
impacted by the incurrence of costs necessary to support our actual and
projected growth. For example, our results for the six months ended June 30,
2003 were negatively impacted by costs incurred in connection with the
expansion and improvement of our infrastructure which included the hiring of
new employees, including several members of senior management, the leasing of
additional office space in Boca Raton, Florida, and improving our information
technology systems. As we continue to grow, we may continue to have increases
in expenses such as increased personnel and office costs.

14



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

Results of Operations

The following discussion relates to the results of operations for the
three months and six months ended June 30, 2003 (the 2003 Quarter and the
2003 Period, respectively) compared to the same period in the prior year (the
2002 Quarter and the 2002 Period, respectively).

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

Revenue:

The largest component of our revenue is the commission and fee income we
generate from the sale of financial products and services and the management of
clients accounts. Revenues from these two sources are aggregated and
reflected in our Statement of Loss as Commissions. For the 2003 Quarter, we
reported commission revenue of $3,061,000, which represents an increase of
$1,681,933, or 122%, over commission revenue of $1,379,067 for the 2002
Quarter. We believe several factors contributed to this growth, including the
net addition of approximately 15 registered representatives during the quarter,
as well as a rise in investor confidence.

In any quarter, our mix of business will be impacted by several factors,
including, among other things, investor confidence, as reflected by the
movements of the equities markets, and the attractiveness of non-equity-related
investment products, such as fixed income securities. Additionally, during any
quarter, we may add a significant number of registered representatives who
focus only on the sale of a particular type or types of investment product(s)
(e.g., insurance, equities, fixed income, etc.). Consequently, it is possible
that our revenue trends may not mirror those of the financial services industry
as a whole.

Expenses:

Commission and clearing costs increased to $2,261,429 during the 2003
Quarter, which represents an increase of $1,004,273, or 80%, over the
$1,257,156 reported for the 2002 Quarter. In general, commissions and clearing
costs are directly related to commission revenue, and will typically increase
proportionately as commission revenue rises. Commissions and clearing costs as
a percentage of commission revenue, however, decreased in the 2003 Quarter to
74% from 91% in the 2002 Quarter. This decrease is primarily attributable to
acquisition of the Boca Branch. Because we pay the costs associated with the
operation of the Boca Branch, as opposed to an independent branch where the
owner of the branch is responsible for the payment of the branchs expenses, we
pay to the Boca Branchs registered representatives a smaller percentage of the
commission revenue they generate than we would pay to our independent
registered representatives.

Employee compensation and benefits increased to $679,528 during the 2003
Quarter, which represents an increase of $464,145, or 216%, over the 2002
Quarter. This increase was largely due to the addition of several new
employees after the 2002 Quarter, up though and during the 2003 Quarter
(including in connection with the Boca Branch). In addition to wages,
employee benefits also increased, not only as a result of an increase in the
number of employees but also a result of the company providing more extensive
benefits in 2003 than it offered in 2002. We have also included in employee
compensation and benefits those expenses associated with the issuance of common
stock equivalents to our employees. For the 2003 Quarter and 2002 Quarter, a
total of $38,587 and $1,323, respectively, was expensed, all of which related
to the amortization of unearned stock compensation.

15



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Occupancy and equipment cost increased to $144,249 during the 2003
Quarter, which represents an increase of $104,862, or 266%, over $39,387
reported for the 2002 Quarter. This increase was largely due to our need to
acquire additional space in Boca Raton for our operations, as well as for the
Boca Branch.

Professional fees decreased by $120,424, or 47%, from $256,407 during the
2002 Quarter to $135,983 during the 2003 Quarter. This decrease was due
primarily to significant declines in expenditures on legal fees and consulting
fees in the aggregate amount of $82,000. Additionally, our results for the
2003 Quarter include $22,625 attributable to the amortization of unearned stock
compensation related to the issuance of common stock equivalents to
non-employees. This compares with amortization of unearned stock compensation
of $16,377 recorded for the 2002 Quarter.

Communications costs increased by $53,667, or 172%, to $84,808 in the 2003
Quarter from $31,141 in the 2002 Quarter. The increase in these costs was due
primarily to the addition of several new employees, as well as the addition of
the Boca Branch.

Depreciation and amortization expense increased by $53,525, or 587%, to
$62,646 during the 2003 Quarter versus $9,121 for the 2002 Quarter. Almost all
of this increase was attributable to the amortization of the customer list
recorded in connection with the Boca Branch acquisition.

Other operating expenses increased by $63,924, or 70%, to $155,210 during
the 2003 Quarter versus $91,286 for the 2002 Quarter. Other operating expenses
typically include the general and administrative costs incurred by the Company,
to the extent such costs are not included elsewhere. Examples of other
operating expenses include insurance expense, office supplies and printing,
postage and related expenses, and interest expense. We also include interest
expense in other operating expenses, which increased by $12,225 during the 2003
Quarter, which is primarily attributable to the recognition of imputed interest
resulting from a note we issued to Wachovia Securities in connection with the
acquisition of the Boca Branch.

Net Income / Loss:

For the 2003 Quarter, we reported a net loss of ($276,674) or ($.01) per
basic and diluted share, as compared to the net loss reported for the 2002
Quarter of ($501,954) or ($.06) per basic and diluted share. As a function of
gross revenues, our loss for the 2003 Quarter equaled 9% of gross revenues,
compared with 36% for the 2002 Quarter.

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

Revenue:

The largest component of our revenue is the commission and fee income we
generate from the sale of financial products and services and the management of
clients accounts. Revenues from these two sources are aggregated and
reflected in our Statement of Loss as Commissions. Commission revenue of
$4,875,380 for the 2003 Period represents an increase of $1,722,923, or 55%,
over commission revenue for the 2002 Period. We believe several factors
contributed to this growth, including a rise in investor confidence and the net
addition of approximately 60 registered representatives during the 2003 Period.

In any period, our mix of business will be impacted by several factors,
including, among other things, investor confidence, as reflected by the
movements of the equities markets, and the attractiveness of non-equity-related
investment products, such as fixed income securities. Additionally, during any
quarter, we may add a significant number of registered representatives who
focus only on the sale of a particular type or types of investment product(s)
(e.g., insurance, equities, fixed income, etc.). Consequently, it is possible
that our revenue trends may not mirror those of the financial services industry
as a whole.

Expenses:

Commission and clearing costs increased to $3,634,403 during the 2003
Period, which represents an increase of $857,071, or 31%, over the $2,777,332
reported for the 2002 Period. In general, commissions and clearing costs are
directly related to commission revenue, and will typically increase
proportionately as commission revenue rises.

16



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##### Table of Contents



Commissions and clearing costs as a percentage of commission revenue, however,
decreased in the 2003 Period to 75% from 88% in the 2002 Period. This decrease
is primarily attributable to acquisition of the Boca Branch. Because we pay
the costs associated with the operation of the Boca Branch, as opposed to an
independent branch where the owner of the branch is responsible for the payment
of the branchs expenses, we pay to the Boca Branchs registered
representatives a smaller percentage of the commission revenue they generate
than we would pay to our independent registered representatives.

Employee compensation and benefits increased to $1,238,776 during the 2003
Period, which represents an increase of $789,016, or 175%, over the 2002
Period. This increase was largely due to the addition of several new employees
after the 2002 Period, up though and during the 2003 Period (including in
connection with the Boca Branch). In addition to wages, employee benefits also
increased, not only as a result of an increase in the number of employees but
also a result of the Company providing more extensive benefits in 2003 than it
offered in 2002. We have also included in employee compensation and benefits
those expenses associated with the issuance of common stock equivalents to our
employees. For the 2003 Period, a total of $122,174 was expensed, of which
$77,174 related to the amortization of unearned stock compensation. This
compares with $55,903 expense recorded in the 2002 Period, of which $5,903
related to the amortization of unearned stock compensation.

Occupancy and equipment cost increased to $269,002 during the 2003 Period,
which represents an increase of $185,039, or 220%, over $83,963 reported for
the 2002 Period. This increase was largely due to our need to acquire
additional space in Boca Raton for our operations, as well as for the Boca
Branch.

Professional fees decreased by $78,439, or 23%, from $340,236 during the
2002 Period to $261,797 during the 2003 Period. This decrease was largely due
to a reduction of approximately $34,000 in legal fees, $24,000 in consulting
fees and $36,000 in recruiting fees. The reduction in recruiting fees was
largely attributable to our reduced use of outside recruiters. Additionally,
our results for the 2003 Period include $45,250 attributable to the
amortization of unearned stock compensation related to the issuance of common
stock equivalents to non-employees. This compares with amortization of
unearned stock compensation of $16,377 recorded for the 2002 Period.

Communications costs increased by $100,649, or 152%, to $166,715 in the
2003 Period from $66,066 in the 2002 Period. The increase in these costs was
due primarily to the addition of several new employees, as well as the addition
of the Boca Branch.

Depreciation and amortization expense increased by $87,077, or 433%, to
$107,167 during the 2003 Period versus $20,090 for the 2002 Period. Almost all
of this increase was attributable to the amortization of the customer list
recorded in recorded in connection with the Boca Branch acquisition.

Other operating expenses increased to $263,673 during the 2003 Period,
which represents an increase of $133,383, or 102%, over the 2002 Period. Other
operating expenses typically include the general and administrative costs
incurred by the Company, to the extent such costs are not included elsewhere.
Examples of other operating expenses include insurance expense, office supplies
and printing, postage and related expenses, and interest expense. For the 2003
Period, other operating expenses increased over amounts reported in the 2002
Period primarily as a result of both the inclusion of the operating costs
associated with the Boca Branch and our effort to expand our infrastructure.
Examples of expenses that increased significantly during the 2003 Period when
compared to the 2002 Period include insurance expense, which increased by
$19,253, and printing and postage expense, which in the aggregate increased by
$38,965. We also include interest expense in other operating expenses, which
increased by $29,124 during the 2003 Period. This increase is primarily
attributable to the recognition of imputed interest resulting from note we
issued to Wachovia Securities in connection with the acquisition of the Boca
Branch.

Net Income / Loss:

For the 2003 Period, we reported a net loss of ($758,075) or ($.03) per
basic and diluted share, as compared to the net loss reported for the 2002
Period of ($676,986) or ($.10) per basic and diluted share. While total revenue
for the Period increased by approximately $2.0 million, such improvements were
offset in large part by the incurrence of additional operating costs.

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##### Table of Contents



Liquidity and Capital Resources

Net cash used in operating activities totaled ($510,937) during the 2003
Period, compared to net cash used of ($648,526) for the 2002 Period. The
decrease in cash used by operating activities was due largely to the
significant increase in our revenues, and the resulting impact on our earnings.
More specifically, during the 2003 Period, we added an additional $1.7 million
of commission revenue, on which we paid commissions and clearing costs of
approximately 75%, or $1.3 million. The difference, or $.4 million, helped to
offset our increased operating expenses. Additionally, our earnings were
impacted by charges for several non-cash items, such as stock based
compensation, depreciation and amortization and imputed interest. During the
2003 Period, such charges amounted to $321,278, compared to $92,370 for the
2002 Period.

Cash and cash equivalents increased during the 2003 Period by $980,061 to
$2,587,735. This increase was due largely to the cash received from financing
activities (primarily in connection with our private financings) of $1,537,674,
which amount was offset by cash used in operating activities of $510,937.

During the 2003 Period, we purchased $46,676 of property and equipment,
which amount exceeded by $41,124 the $5,552 used during the 2002 Period. The
Company does not project material capital expenditures over the next twelve
months.

Financing activities provided net cash of $1,537,674 during the 2003
Period, which amount included gross proceeds of $1,960,000 from the
consummation of two private offerings of our common stock. These amounts
raised, however, were offset by aggregate payments of $235,385 made by us to
Wachovia Securities in connection with our purchase of the Boca Branch as well
as $175,172 of common stock offering costs related to the private offerings.

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

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

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

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PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

|       |  |                                                                                                                                                
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Name                                                                                                                                           
|       |  |                                                                                                                                                
|3.1    |  | Amended and Restated Articles of Incorporation, effected June 27, 2001 (1)                                                                     
|       |  |                                                                                                                                                
|3.1.1  |  | Amendment to Amended and Restated Articles of Incorporation, effected August 8, 2001(1)                                                        
|       |  |                                                                                                                                                
|3.1.2  |  | Amendment to Amended and Restated Articles of Incorporation effected March 27, 2002 (8)                                                        
|       |  |                                                                                                                                                
|3.1.3  |  | Amendment to Amended and Restated Articles of Incorporation effected August 28, 2002 (10)                                                      
|       |  |                                                                                                                                                
|3.1.4  |  | 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)
|       |  |                                                                                                                                                
|10.20  |  | Stock Purchase Agreement between the Company and Antares Capital Fund III Limited 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 Section 302 of the Sarbanes-Oxley Act of 2002*                                            
|       |  |                                                                                                                                                
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                           
|       |  |                                                                                                                                                
|99.1   |  | Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*                                           
|       |  |                                                                                                                                                
|99.2   |  | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 1002.*                                           



---

|* |  | 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                                                                

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|     |  | 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]

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this amendment to Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.

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

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EXHIBIT INDEX

|        |  |                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                    
|NUMBER  |  | DESCRIPTION                                                                                        
|        |  |                                                                                                    
|31.1    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                    
|31.2    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                    
|99.1    |  | Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                    
|99.2    |  | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

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