<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended September 30, 2002.

                                       OR

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from ____________ to ______________

                           Commission File No: 0-29337

                         SUMMIT BROKERAGE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

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

                                 25 FIFTH AVENUE
                           INDIALANTIC, FLORIDA 32903
                                 (321) 724-2303

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


<TABLE>
<CAPTION>
                 CLASS             OUTSTANDING AS OF NOVEMBER 7, 2002
                 -----             ----------------------------------
<S>                                <C>
              Common Stock
       Par value $.0001 per share              11,991,080
</TABLE>


Transitional Small Business Disclosure Format Yes [ ]  No [X]
<PAGE>
                         SUMMIT BROKERAGE SERVICES, INC.

                                      INDEX


<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
PART I - FINANCIAL INFORMATION:

    Item 1. Financial Statements

        Condensed Consolidated Statement of Financial Condition at September 30, 2002       3

        Condensed Consolidated Statements of Income (Loss) and
        Comprehensive Income (Loss) for the Nine months ended September 30, 2002
        and 2001                                                                            4

        Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
        for the Three Months Ended September 30, 2002 and 2001                              5

        Condensed Consolidated Statements of Cash Flows for the Nine months Ended
        September 30, 2002 and 2001                                                         6

        Notes to Unaudited Condensed Consolidated Financial Statements                      7

    Item 2. Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                         11

    Item 3. Controls and Procedures                                                        12

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings                                                              13

    Item 2. Changes in Securities and Use of Proceeds                                      13

    Item 3. Defaults Upon Senior Securities                                                13

    Item 4. Submissions of Matters to a Vote of Security Holders                           14

    Item 5. Other Information                                                              14

    Item 6. Exhibits and Reports on Form 8-K                                               15

SIGNATURES                                                                                 17
</TABLE>


                           FORWARD LOOKING STATEMENTS

        This Report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"). When used in this Report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project" or "intend" and similar
expressions identify forward-looking statements regarding events, conditions and
financial trends in connection with our future plan of operations, business
strategy, operating results and financial position. Discussions containing such
forward-looking statements may be found in "Management's Discussion and Analysis
of Financial Condition and Results of Operations." Current shareholders and
prospective investors are cautioned that any forward-looking statements are not
guarantees of future performance. Such forward-looking statements by their
nature involve substantial risks and uncertainties, certain of which are beyond
the Company's control, and actual results for future periods could differ
materially from those discussed in this Report, depending on a variety of
important factors, among which are the success or failure of management's
efforts to implement its business strategy; the level of acquisition
opportunities available to the Company and the Company's ability to price and
negotiate such transactions on a favorable basis; the Company's ability to
properly manage growth and successfully integrate acquired companies and
operations; the Company's ability to compete with major established companies;
the Company's ability to attract and retain qualified personnel; economic and
financial market conditions generally; and other risks and uncertainties which
may be described from time to time in the Company's filings with the Securities
and Exchange Commission (the "SEC"), including the company's annual report on
Form 10-KSB for the fiscal year ended December 31, 2001 (file no. 000-29337.)


                                       2


<PAGE>
ITEM 1. FINANCIAL STATEMENTS

SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Financial Condition
September 30, 2002 (Unaudited)


<TABLE>
<S>                                                                                      <C>
ASSETS

  Cash and cash equivalents                                                              $   178,215
  Cash with clearing broker                                                                   25,055
  Investments available-for-sale                                                               3,300
  Commissions receivable                                                                     462,675
  Prepaid expenses                                                                            50,157
  Other receivables, net of allowance for doubtful accounts of $14,040                       172,012
  Due from related parties                                                                    15,966
  Secured demand notes receivable                                                             40,000
  Property and equipment at cost, less accumulated depreciation of $210,981                  132,677
                                                                                         -----------

                                                                       TOTAL ASSETS      $ 1,080,057
                                                                                         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

  Accounts payable and accrued expenses                                                  $   330,296
  Accrued commission expense                                                                 231,927
  Note payable                                                                                12,970
  Obligations under capital leases                                                             2,679
                                                                                         -----------

                                                                  TOTAL LIABILITIES          577,872

LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS                                       40,000

STOCKHOLDERS' EQUITY

  Preferred stock, 5,000,000 shares authorized, 150,000 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;
    11,700,064 issued and 11,691,080 outstanding                                               1,170
  Additional paid-in capital                                                               4,375,049
  Unearned stock compensation                                                               (259,748)
  Treasury stock, at cost                                                                     (5,390)
  Subscriptions receivable                                                                   (10,250)
  Accumulated deficit                                                                     (3,638,659)
                                                                                         -----------

                                                         TOTAL STOCKHOLDERS' EQUITY          462,185
                                                                                         -----------

                                         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 1,080,057
                                                                                         ===========
</TABLE>


                 See accompanying notes to financial statements.


                                       3
<PAGE>
SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
and Comprehensive Income (Loss)


<TABLE>
<CAPTION>
                                                                           For The Nine Months Ended
                                                                                 September 30,
                                                                         -----------------------------
                                                                             2002              2001
                                                                         -----------       -----------
                                                                         (UNAUDITED)       (Unaudited)
<S>                                                                      <C>               <C>
REVENUES
  Commissions                                                            $ 4,814,423       $ 5,478,862
  Interest and dividends                                                      53,624            43,238
  Other                                                                        7,661            29,650
                                                                         -----------       -----------
                                                                           4,875,708         5,551,750

EXPENSES

  Commissions                                                              4,120,382         4,466,706
  Occupancy                                                                   84,742            86,814
  Stock based compensation/consultant expenses                               118,456           178,942
  Salaries and benefits                                                      509,755           565,519
  Recruiting expense                                                          78,129            91,135
  Legal expense                                                              221,386            43,613
  Other operating expenses                                                   676,428           393,004
                                                                         -----------       -----------
                                                                           5,809,278         5,825,733
                                                                         -----------       -----------

                                       NET LOSS BEFORE INCOME TAXES         (933,570)         (273,983)

PROVISION FOR INCOME TAXES                                                        --                --
                                                                         -----------       -----------

                                                           NET LOSS      $  (933,570)         (273,983)
                                                                         ===========       ===========

WEIGHTED AVERAGE COMMON SHARES AND
  COMMON SHARE EQUIVALENTS OUTSTANDING                                     8,050,422         4,702,548
                                                                         ===========       ===========

BASIC AND DILUTED LOSS PER SHARE                                         $     (0.12)            (0.06)
                                                                         ===========       ===========

OTHER COMPREHENSIVE LOSS, NET OF TAX

  Net loss                                                               $  (933,570)      $  (273,983)

UNREALIZED LOSS ON SECURITIES

  Unrealized holding losses arising during the period                         (2,660)             (865)
                                                                         -----------       -----------

                                           OTHER COMPREHENSIVE LOSS           (2,660)             (865)
                                                                         -----------       -----------

                                                 COMPREHENSIVE LOSS      $  (936,230)      $  (274,848)
                                                                         ===========       ===========
</TABLE>


                 See accompanying notes to financial statements.


                                       4
<PAGE>
SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
and Comprehensive Income (Loss)


<TABLE>
<CAPTION>
                                                                            For The Three Months Ended
                                                                                  September 30,
                                                                         ------------------------------
                                                                             2002              2001
                                                                         ------------       -----------
                                                                          (UNAUDITED)       (Unaudited)
<S>                                                                      <C>                <C>
REVENUES

  Commissions                                                            $  1,545,736       $ 1,955,562
  Interest and dividends                                                       16,928            13,486
  Other                                                                         6,063             7,849
                                                                         ------------       -----------
                                                                            1,568,727         1,976,897

EXPENSES

  Commissions                                                               1,251,715         1,655,410
  Occupancy                                                                    26,461            28,938
  Stock based compensation/consultant expenses                                 46,176            56,074
  Salaries and benefits                                                       161,060           163,127
  Recruiting expense                                                           15,238            30,517
  Legal expense                                                                60,546               796
  Other operating expenses                                                    264,623           164,450
                                                                         ------------       -----------
                                                                            1,825,819         2,099,312
                                                                         ------------       -----------

                                       NET LOSS BEFORE INCOME TAXES          (257,092)         (122,415)

PROVISION FOR INCOME TAXES                                                         --                --
                                                                         ------------       -----------

                                                           NET LOSS      $   (257,092)         (122,415)
                                                                         ============       ===========

WEIGHTED AVERAGE COMMON SHARES AND
  COMMON SHARE EQUIVALENTS OUTSTANDING                                     10,845,428         4,702,548
                                                                         ============       ===========

BASIC AND DILUTED LOSS PER SHARE                                         $      (0.02)            (0.03)
                                                                         ============       ===========

OTHER COMPREHENSIVE LOSS, NET OF TAX

  Net loss                                                               $   (257,092)      $  (122,415)

UNREALIZED LOSS ON SECURITIES

  Unrealized holding losses arising during the period                          (2,152)               --
                                                                         ------------       -----------

                                           OTHER COMPREHENSIVE LOSS            (2,152)               --
                                                                         ------------       -----------

                                                 COMPREHENSIVE LOSS      $   (259,244)      $  (122,415)
                                                                         ============       ===========
</TABLE>


                 See accompanying notes to financial statements.


                                       5
<PAGE>
SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                             For The Nine Months Ended
                                                                    September 30,
                                                             -------------------------
                                                                2002            2001
                                                             ---------       ---------
                                                            (UNAUDITED)     (Unaudited)
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                   $(933,570)      $(273,983)
  Adjustments to reconcile net loss to net cash used in
        operating activities
      Depreciation                                              30,135          31,628
      Stock based compensation/consultant expenses             118,456         178,942
      Loss on disposal of assets                                 8,850              --
      Changes in:
          Cash with clearing broker                                  7              62
          Commissions receivable                                61,897        (113,215)
          Other receivable                                     (17,990)        (44,107)
          Prepaid expenses                                      13,281          27,788
          Due from related parties                              31,673           2,287
          Accounts payable and accrued expenses                170,149         (63,482)
          Accrued commission expense                          (231,957)         36,040
          Deferred income                                      (52,333)         43,267
          Due to related parties                                  (200)           (200)
                                                             ---------       ---------
               Net cash used in operating activities          (801,602)       (174,973)
                                                             ---------       ---------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                            (6,388)        (94,150)


CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of preferred stock                                       --         120,248
  Preferred stock dividend                                      (2,000)             --
  Issuance of common stock                                     979,990              --
  Issuance of treasury stock                                    10,848          25,460
  Payments on note payable                                     (37,030)             --
  Payments on capital lease obligation                          (8,821)         (8,056)
                                                             ---------       ---------
      Net cash provided by financing activities                942,987         137,652
                                                             ---------       ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           134,997        (131,471)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                43,218         226,150
                                                             ---------       ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $ 178,215       $  94,679
                                                             =========       =========
</TABLE>


                 See accompanying notes to financial statements.


                                       6
<PAGE>
                SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

NOTE 1 - GENERAL

        The condensed consolidated financial statements for the nine month
        periods ended September 30, 2002 and September 30, 2001 reflect all
        adjustments (consisting only of normal recurring adjustments) which are,
        in the opinion of management, necessary for a fair presentation of the
        financial position and operating results for the interim period. The
        consolidated financial statements should be read in conjunction with the
        consolidated financial statements and notes thereto, together with
        management's discussion and analysis of financial condition and results
        of operations, contained in the Company's Annual Reports on Form 10-KSB
        for the fiscal years ended December 31, 2001 and 2000. The results of
        operations for the nine month period ended September 30, 2002 are not
        necessarily indicative of the results for the entire fiscal year ending
        December 31, 2002.

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

NOTE 2 - DUE FROM/TO RELATED PARTIES

        At September 30, 2002, the Company has advances receivable of $15,966
        from a related company for expenses paid by Summit Brokerage Services,
        Inc. on the related company's behalf. Summit Brokerage Services, Inc.
        had a receivable from this related party of $16,183 at December 31,
        2001. During the nine months ended September 30, 2002, $217 was repaid
        to the Company. The related company is 100% owned by an individual who
        is also a stockholder and an officer and director of Summit Brokerage
        Services, Inc.

NOTE 3 - BILLED RECEIVABLES

        On October 1, 2000, the Company entered into a placement agent agreement
        with another entity. The agreement states the entity will reimburse
        Summit for all costs that it paid on behalf of the entity. During 2001
        the Company incurred expenses of $31,258 on behalf of the entity. These
        amounts have been billed and, as such, are included in the statement of
        financial position as other receivables. The Company considers these
        receivables to be fully collectible; therefore, no allowance has been
        recorded.

NOTE 4 - STOCKHOLDERS' EQUITY

        On March 22, 2002, the Company amended their Articles of Incorporation
        to change the number of shares of preferred stock designated as Series A
        Convertible Preferred Stock from 5,000,000 to 150,000.


                                       7


<PAGE>
        On August 24, 2002, at the annual meeting of the Company's shareholders,
        the following, among other items, were approved: (i) Amendment to the
        Company's Amended and Restated Articles of Incorporation, to increase
        the Company's authorized common stock from 20,000,000 shares to
        50,000,000 shares; (ii) Increase in the number of shares of common stock
        reserved for issuance under the Company's 2000 Incentive Compensation
        Plan from 900,000 shares to 4,000,000 shares.

        The 125,000 shares of outstanding preferred stock as of September 30,
        2002 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
        September 30, 2002 approximated $17,550. Preferred stock dividends
        declared and paid in 2002 amounted to $2,000.

        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. 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 May 22, 2002, Marshall T. Leeds, in a privately negotiated
        transaction, purchased an aggregate of 5,000,000 shares of our common
        stock for a total purchase price of $500,000, or $0.10 per share. On
        that date, Mr. Leeds became our largest shareholder, as well as our
        Chief Executive Officer and Chairman of the Board of Directors; and
        Richard Parker, the Company's former Chairman and Chief Executive
        Officer, became President, Chief Operating Officer and Vice Chairman.
        Also on that date, the Board was reconstituted whereby two of our Board
        members, Mr. Parker and Harry Green, remained on the Board and Mr. Leeds
        and two of his designees rounded out a new five-member Board. Mr. Parker
        also granted Mr. Leeds voting control of his beneficially owned shares
        for a period of time. Prior to his appointment as Chairman and CEO, Mr.
        Leeds had been working for the Company since March 22, 2002 in
        connection with its recruiting efforts and such other duties as were
        assigned to him by the Board.


                                       8


<PAGE>
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

        In connection with this transaction, on March 15, 2002 and March 28,
        2002, Mr. Parker borrowed a total of $250,000 from Marshall T. Leeds for
        use by Mr. Parker to purchase a total of 2,500,000 shares of the
        Company's common stock. On May 17, 2002, Mr. Parker borrowed an
        additional $100,000 from Mr. Leeds to purchase an additional 1,000,000
        shares. The total loans of $350,000 were secured by a pledge to Mr.
        Leeds from Mr. Parker of the 3,500,000 shares he purchased, plus
        2,500,000 other shares of common stock previously owned by Mr. Parker.
        The loans were drawn from the $500,000 amount contemplated by the Stock
        Purchase Agreement paid by Mr. Leeds to purchase 5,000,000 shares of the
        Company's common stock. The loans provided the Company with capital that
        was needed immediately in order for it to fund operations and certain of
        its business obligations. At the closing of the stock purchase discussed
        in the preceding paragraph, Mr. Leeds purchased the 3,500,000 shares
        acquired by Mr. Parker from the Company with the $350,000 of loan
        proceeds, in exchange for the cancellation of Mr. Parker's indebtedness
        to Mr. Leeds for the loans. Mr. Leeds also purchased the remaining
        1,500,000 shares for an additional cash payment of $150,000, bringing
        his total stock purchased to 5,000,000 shares for a total price of
        $500,000.

        Common stock and additional paid-in capital increased by $300,000 due to
        the sale of 1,200,000 shares of common stock for $0.25 per share during
        the nine-month period ended September 30, 2002. These shares of common
        stock were sold upon exercise of 1,200,000 options issued to the
        Company's current CEO and Chairman of the Board of Directors (see Note
        6).

        In July 2002, the Company sold 200,000 shares of Series B Preferred
        Stock for net proceeds of approximately $180,000 in a private placement
        of Series B Preferred Stock. The Series B Preferred Stock private
        placement was subsequently terminated without further sales and the
        investor's shares of Series B Preferred Stock were converted into
        800,000 shares of common stock of the Company at an effective
        conversation rate of $0.25 per share. In connection with the offering of
        Series B Preferred Stock, the Company filed an amendment to its Amended
        and Restated Articles of Incorporation designating 2,500,000 shares of
        its blank check preferred stock as 8% Series B Cumulative Convertible
        Preferred Stock; however, the Company terminated that offering and no
        shares of Series B Preferred Stock are outstanding. The Company intends
        to further amend its Amended and Restated Articles of Incorporation to
        delete the Series B Preferred Stock and recast those 2,500,000 shares as
        blank check preferred stock, available for re-designation as another
        series of preferred stock as may be determined by the Company's Board of
        Directors in the future.

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 September 30, 2002, the Company had net capital of $104,010, which
        was $54,010 in excess of its required minimum net capital of $50,000.
        The Company's aggregate indebtedness to net capital ratio was 5 to 1 at
        September 30, 2002.


                                       9
<PAGE>
NOTE 6 - COMMITMENTS AND CONTINGENCIES

        In March 2002, the Company issued to officers and employees 169,905
        options to purchase the Company's common stock for $0.50 per share, in
        return for their ongoing salary reductions. The options have ten-year
        terms and vest upon issuance.

        In March 2002, the Company issued to employees, officers, directors and
        outside consultants 1,191,000 options to purchase the Company's common
        stock for $0.50 per share. The options have ten-year terms and vest over
        a four-year period. Unearned stock compensation of approximately $70,000
        was recorded as a result of issuing these options.

        In March 2002, the Company issued to the Company's current President,
        COO and Vice Chairman 900,000 options to purchase the Company's common
        stock in connection with his employment contract with the Company. Of
        this total, 500,000 options have an exercise price of $0.10 per share
        and vest upon issuance and 400,000 options have an exercise price of
        $0.50 per share and vest over a two-year period. All options expire on
        December 31, 2007. Stock-based compensation of approximately $50,000 was
        recorded as a result of issuing these options.

        In March 2002, the Company issued to the Company's current CEO and
        Chairman of the Board of Directors, 7,000,000 options to purchase the
        Company's common stock at an exercise price of $0.25 per share. These
        options vest upon issuance and expire on December 31, 2007. These
        options were issued in connection with his employment contract with the
        Company.

        In August 2002, the Company issued to its registered representatives
        594,215 options to purchase the Company's common stock. The options have
        an exercise price of $0.75 per share and vest over a three year period.
        The options expire in August 2012. Also in August 2002, the Company
        issued an aggregate of 50,000 options to a board member and a
        consultant. These options have an exercise price of $0.50 per share and
        vested upon issuance. These options expire on August 2003. Unearned
        stock compensation of approximately $251,000 was recorded as a result of
        issuing these options.

NOTE 7 -- SUBSEQUENT EVENTS

        On October 14, 2002, the Company began a private offering of its common
        stock. The offering consists of a minimum of 6,000,000 common stock
        shares for an aggregate purchase price of $1,500,000 up to a maximum of
        20,000,000 common stock shares for an aggregate purchase price of
        $5,000,000, offered for sale at a subscription price of $.25 per common
        stock share. This offering is made only to "accredited investors" as
        such term is defined in Rule 501(a) of Regulation D under the Securities
        Act of 1933.


                                       10


<PAGE>
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 nine month periods
ended September 30, 2002 and 2001 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.

        COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30,
        2001

        Revenues. Revenues for the three months ended September 30, 2002 were
$1,568,727 reflecting a decrease of $408,170 (or -20.6%) from $1,976,897 for the
three months ended September 30, 2001. This decrease was due to declines in the
financial markets and public investing activities, which resulted in lower sales
commissions to the Company.

        Expenses. Expenses for the three months ended September 30, 2002
decreased by $273,493 (or -13.0%) to $1,825,819 from $2,099,312 for the three
months ended September 30, 2001. The reduction in expenses was largely
attributable to the related direct costs of revenues-commissions expense (the
payments to the registered representatives for their portion of the revenue).
Such commission expenses were $1,251,715 (or 81% of commission revenue) for the
three months ended September 30, 2002 compared with $1,655,410 (or 84% of
commission revenue ) for the three months ended September 30, 2001.

        Net Loss. Net loss for the three months ended September 30, 2002 was
($257,092), reflecting an increase of $134,677 (or 110.0%) from a net loss of
($122,415) during the three months ended September 30, 2001. The increased net
loss was primarily due to decreased revenues. Net loss for the three months
ended September 30, 2002 was -16.4% of revenues, as compared to -6.2% for the
three months ended September 30, 2001. The Company's basic loss per share was
($0.02) for the three months ended September 30, 2002, compared to a per share
loss of ($0.03) for the three months ended September 30, 2001.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001

        Revenues. Revenues for the nine months ended September 30, 2002 were
$4,875,708, reflecting a decrease of $676,042 (or --12.2%) from $5,551,750 for
the nine months ended September 30, 2001. This decrease was due to declines in
the financial markets and public investing activities, which resulted in lower
sales commissions to the Company.

        Expenses. Expenses for the nine months ended September 30, 2002
increased by $16,455 (or .3%) to $5,809,278 from $5,825,733 for the nine months
ended September 30, 2001.

        Net Loss. Net loss for the nine months ended September 30, 2002 was
($933,570), reflecting an increase of $659,587 (or 240.7%) from a net loss of
($273,983) during the nine months ended September 30, 2001. The increased net
loss was the result of both lower revenues as well as the increase in legal and
professional costs related to the transaction with Marshall T. Leeds on May 22,
2002. Net loss for the nine months ended September 30, 2002 was -19.2% of
revenues, as compared to --4.9% for the nine months ended September 30, 2001.
The Company's basic loss per share was ($0.12) for the nine months ended
September 30, 2002, compared to a per share loss of ($0.06) for the nine months
ended September 30, 2001.


                                       11


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

        Net cash used in operating activities totaled ($801,602) during the nine
months ended September 30, 2002, compared to net cash used of ($174,973) for the
nine months ended September 30, 2001. The increase in cash used by operating
activities is a result of the comparable increase in net loss between the two
periods.

        Cash used in investing activities (capital expenditures) totaled
($6,388) and ($94,150) during the nine months ended September 30, 2002 and 2001,
respectively. Capital expenditures were primarily comprised of the Company's
replacement of office equipment.

        Net cash provided by financing activities totaled $ 942,987 and $137,652
during the nine months ended September 30, 2002 and 2001, respectively. During
2002, financing activities consisted primarily of the private offering and sale
of 5,000,000 shares of our common stock for a total purchase price of $500,000,
or $.10 per share, which sale was made as part of the transaction with Marshall
T. Leeds on May 22, 2002.

        Financing activities also consisted of the exercise of options by Mr.
Leeds to purchase 1,200,000 shares of our common stock. These options were also
part of the same transaction on May 22, 2002. On June 27, 2002, Mr. Leeds
purchased an additional 600,000 shares of common stock through partial exercise
of his options, at a purchase price of $.25 per share for a total consideration
of $150,000. On September 30, 2002, Mr. Leeds purchased an additional 600,000
shares of common stock through partial exercise of his options, at a purchase
price of $.25 per share for a total consideration of $150,000.

        Due to the current condition of the economy and financial markets, which
have negatively impacted the Company's revenues, the Company will need to raise
or borrow additional funds to support its operating requirements and the Company
is pursuing financing alternatives, including the equity financing discussed
under Note 7 to the financial statements included in this Report. 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.

        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 President and Chief Executive Officer along with the
Company's Chief Financial Officer evaluated the Company's disclosure controls
and procedures within 90 days of the filing date of this quarterly report. Based
upon this evaluation, the Company's President and Chief Executive Officer along
with 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.

        There were no significant changes in the Company's internal controls or,
to the knowledge of the management of the Company, in other factors that could
significantly affect internal controls subsequent to the evaluation date.


                                       12


<PAGE>
                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        (a) In connection with a private placement of Series B Preferred Stock,
the Company filed an amendment to its Amended and Restated Articles of
Incorporation designating 2,500,000 shares of its "blank check" preferred stock
as 8% Series B Cumulative Convertible Preferred Stock; however, the Company
terminated that offering and no shares of Series B Preferred Stock are
outstanding. The Company intends to further amend its Amended and Restated
Articles of Incorporation to delete the Series B Preferred Stock and recast
those 2,500,000 shares as blank check preferred stock, available for
re-designation as another series of preferred stock as may be determined by the
Company's Board of Directors in the future.

        (b) Not applicable.

        (c) On July 29, 2002, the Company sold 200,000 shares of Series B
Preferred Stock for total gross proceeds of $200,000 in a private placement of
Series B Preferred Stock. The Series B Preferred Stock private placement was
subsequently terminated without further sales and the investor's shares of
Series B Preferred Stock were converted into 800,000 shares of common stock of
the Company at an effective conversation rate of $0.25 per share. In connection
with the offer and sale of such securities, the Company relied on the exemption
provided under Section 4(2) of the Securities Act of 1933, as amended, and Rule
506 of Regulation D promulgated thereunder. The purchaser of the securities
represented to the Company that it is an accredited investor and that it was
purchasing the securities for investment purposes only. The securities are
restricted and bear a legend accordingly.

        On each of June 27, 2002 and September 30, 2002, Marshall T. Leeds, the
Company's Chairman and Chief Executive Officer, purchased a total of 1,200,000
shares of common stock pursuant to partial exercises of an option he holds at an
exercise price of $.25 per share, for total proceeds to the Company of $300,000.
In connection with the offer and sale of such securities, the Company relied on
the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended. Mr. Leeds is an accredited investor and represented to the Company that
he was purchasing the securities for investment purposes only. The securities
are restricted and bear a legend accordingly.

        (d) Not applicable.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                                       13


<PAGE>
        a) On August 24, 2002, at an Annual Meeting of Shareholders, the
following was approved:


                (i)     The election of directors;

                (ii)    Amendment to the Company's Amended and Restated Articles
                        of Incorporation, to increase the Company's authorized
                        common stock from 20,000,000 shares to 50,000,000
                        shares;

                (iii)   Increase in the number of shares of common stock
                        reserved for issuance under the Company's 2000 Incentive
                        Compensation Plan from 900,000 shares to 4,000,000
                        shares; and

                (iv)    To approve certain stock option agreements between the
                        Company and each of Marshall T. Leeds and Richard Parker
                        dated March 22, 2002.

        The total number of shares entitled to vote at this meeting was
10,291,080, and the tabulation of proxies was as follows:

        ELECTION OF DIRECTORS:


<TABLE>
<CAPTION>
                                                                                             BROKER
NAME                                 FOR                 AGAINST          ABSTAIN           NON-VOTES
----                                 ---                 -------          -------           ---------
<S>                               <C>                    <C>              <C>               <C>
Richard Parker                    8,979,689                 0               100                 0
Harry S. Green                    8,979,689                 0               100                 0
Steven C. Jacobs                  8,979,689                 0               100                 0
Sanford B. Cohen                  8,979,689                 0               100                 0
Marshall T. Leeds                 8,979,689                 0               100                 0
</TABLE>


<TABLE>
<CAPTION>
AMENDMENT TO ARTICLES OF
INCORPORATION:                                                                              BROKER
                                    FOR                  AGAINST          ABSTAIN          NON-VOTES
                                    ---                  -------          -------          ---------
<S>                              <C>                     <C>              <C>              <C>
                                 8,971,489                8,300              0                0
</TABLE>


<TABLE>
<CAPTION>
INCREASE SHARES RESERVED FOR 2000
INCENTIVE COMPENSATION PLAN:                                                                 BROKER
                                    FOR                  AGAINST          ABSTAIN          NON-VOTES
                                    ---                  -------          -------          ---------
<S>                              <C>                     <C>              <C>              <C>
                                 8,971,289                8,500              0                 0
</TABLE>


<TABLE>
<CAPTION>
APPROVE STOCK OPTION AGREEMENTS FOR
MARSHALL LEEDS AND RICHARD PARKER:                                                           BROKER
                                    FOR                  AGAINST          ABSTAIN          NON-VOTES
                                    ---                  -------          -------          ---------
<S>                              <C>                     <C>              <C>              <C>
                                 8,978,089                1,700              0                 0
</TABLE>


        No other business was brought before the Annual Meeting.

ITEM 5. OTHER INFORMATION

        NOT APPLICABLE.


                                       14


<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS


<TABLE>
<CAPTION>
NUMBER         NAME
------         ----
<S>     <C>
3.1     Amended and Restated Articles of Incorporation (1)

3.1.1   Amendment to Amended and Restated Articles of Incorporation (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 12, 2002**.

3.1.4   Amendment to Amended and Restated Articles of Incorporation effected
        August 28, 2002*

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 Michael Dujovne (7)

10.9    Employment Agreement between the Company and Ronald Caprilla (7)

10.10   Stock Purchase Agreement (8)

10.11   Employment Agreement between the Company and Marshall T. Leeds (8)

10.12   Stock Option Agreement between the Company and Marshall T. Leeds (8)

10.13   Stock Option Agreement between the Company and Richard Parker (8)

10.14   Stock Option Agreement between the Company and Richard Parker (8)

10.15   Employment Agreement between the Company and Richard Parker (9)

10.16   Amended and Restated Employment Agreement between the Company and
        Marshall T. Leeds (9)

10.17   Shareholders' Voting Agreement and Irrevocable Proxy by and among the
        Company, Marshall T. Leeds, Richard Parker and Joan Parker (9)

10.18   Commercial Lease between the Company and First America Living Trust (9)

99.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.*

99.2    Certification Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.*
</TABLE>


----------------
*       Filed herewith.
**      To be filed by amendment.


                                       15


<PAGE>
(1)     Incorporated by reference to the Company's Quarterly Report on Form
        10-QSB for the fiscal quarter ended September 30, 2001, filed August 20,
        2001, file no. 000-29337.

(2)     Exhibit 3.2 filed with the Company's Quarterly Report on Form 10-QSB for
        the fiscal quarter ended June 30, 2001 was filed prematurely and
        subsequently not adopted by the Board of Directors. As a result, the
        Amended and Restated Bylaws dated July 21, 2000 remain in effect and
        were re-filed with, and are incorporated by reference to, the Company's
        Quarterly Report for the fiscal quarter ended September 30, 2001, on
        Form 10-QSB, file no. 000-29337.

(3)     Incorporated by reference to the Company's Proxy Statement on Schedule
        14A, filed July 31, 2000, file no. 000-29337.

(4)     Incorporated by reference to the Company's Information Statement on
        Schedule 14C, filed September 26, 2000, file no. 000-29337.

(5)     Incorporated by reference to the Company's Quarterly Report for the
        fiscal quarter ended June 30, 2000 on Form 10-QSB, filed August 14, 2000
        and amended August 15, 2000, file no. 000-29337.

(6)     Incorporated by reference to the Company's Quarterly Report for the
        fiscal quarter ended September 30, 2001 on Form 10-QSB filed May 21,
        2001, file no. 000-29337.

(7)     Incorporated by reference to the Company's Annual Report for the fiscal
        year ended December 31, 2001 on Form 10-KSB filed April 15, 2002, file
        no. 000-29337.

(8)     Incorporated by reference to the Company's Quarterly Report for the
        fiscal quarter ended March 31, 2002 on Form 10-QSB filed May 24, 2002,
        file no. 000-29337.

(9)     Incorporated by reference to the Company's Quarterly Report for the
        fiscal quarter ended June 30, 2002 on Form 10-QSB filed August 19, 2002,
        no. 000-29337.


(b) REPORTS ON FORM 8-K

        None.


                                       16


<PAGE>
        SUMMIT BROKERAGE SERVICES, INC.

                                   SIGNATURES

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


                                    Summit Brokerage Services, Inc.
                                    (Registrant)


Date: November 13, 2002             /s/Marshall T. Leeds
                                    -------------------------------------------
                                    Marshall T. Leeds, Chairman of the Board &
                                    Chief Executive Officer(Principal Executive
                                    Officer)

Date: November 13, 2002             /s/ Mark Caulfield
                                    -------------------------------------------
                                    Mark Caulfield, Chief Financial Officer
                                    (Principal Accounting Officer)


                                       17


<PAGE>
                            CERTIFICATION PURSUANT TO

                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


        I, Marshall T. Leeds, (Chairman and Chief Executive Officer of Summit
Brokerage Services, Inc.) certify that:


1.      I have reviewed this quarterly report on Form 10-QSB of Summit Brokerage
Services, Inc.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

               a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

               b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

               a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

               b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

6.      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002

/s/ Marshall T. Leeds
--------------------------------
Name:  Marshall T. Leeds
Title: Chairman of the Board/Chief Executive Officer


                                       18


<PAGE>
                            CERTIFICATION PURSUANT TO

                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


        I, Mark Caulfield, (Chief Financial Officer of Summit Brokerage
Services, Inc.) certify that:


1.      I have reviewed this quarterly report on Form 10-QSB of Summit Brokerage
Services, Inc.;

2.      Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

               a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

               b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.      The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

               a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

               b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

6.      The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002


/s/ Mark F. Caulfield
--------------------------------
Name:  Mark Caulfield
Title: Chief Financial Officer


                                       19