<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 March 31, 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
                          INDIATLANTIC, 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.

          CLASS                                  OUTSTANDING AS OF MAY 22, 2001
          -----                                  ------------------------------
      Common Stock
Par value $.0001 per share                                   9,691,080


Transitional Small Business Disclosure Format  [ ] Yes  [X] No


<PAGE>


                        SUMMIT BROKERAGE SERVICES, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                               PAGE

<S>                                                                                                             <C>
PART I - FINANCIAL INFORMATION:
     Item 1. Financial Statements
         Condensed Consolidated Statements of Financial Condition at March 31, 2002                              3
         Condensed Consolidated Statements of Income (Loss) for the Three
               Months Ended March 31, 2002 and 2001                                                              4
         Condensed Consolidated Statements of Cash Flows for the Three months Ended
               March 31, 2002 and 2001                                                                           5
         Notes to Financial Statements                                                                           6
     Item 2. Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                                              10

PART II - OTHER INFORMATION
     Item 1. Legal Proceedings                                                                                  11
     Item 2. Changes in Securities and Use of Proceeds                                                          11
     Item 3. Defaults Upon Senior Securities                                                                    11
     Item 4. Submissions of Matters to a Vote of Security Holders                                               11
     Item 5. Other Information                                                                                  11
     Item 6. Exhibits and Reports on Form 8-K                                                                   14
SIGNATURES
</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 which may
be described from time to time in the Company's filings with the Securities and
Exchange Commission (the "SEC").


                                       2
<PAGE>
                        PART I -- FINANCIAL INFORMATION

SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Financial Condition
March 31, 2002 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


<S>                                                                                    <C>
ASSETS
  Cash and cash equivalents                                                            $   124,238
  Cash with clearing broker                                                                 25,057
  Investments available-for-sale                                                            15,560
  Commissions receivable                                                                   527,239
  Prepaid expenses                                                                          61,421
  Other receivables, net of allowance for doubtful accounts of $14,040                      94,973
  Due from related parties                                                                  14,983
  Secured demand notes receivable                                                           40,000
  Property and equipment at cost, less accumulated depreciation of $190,891                147,681
                                                                                       -----------

                         TOTAL ASSETS                                                  $ 1,051,152
                                                                                       ===========

                                LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable and accrued expenses                                                $   110,222
  Accrued commission expense                                                               384,716
  Deferred income                                                                           38,500
  Note payable                                                                              37,963
  Obligations under capital leases                                                           8,034
  Due to related party                                                                         200
                                                                                       -----------

                         TOTAL LIABILITIES                                                 579,635

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 20,000,000 shares;
    7,200,064 issued and 7,191,080 outstanding                                                 720
  Additional paid-in capital                                                             3,394,009
  Unearned stock compensation                                                              (72,124)

  Treasury stock, at cost                                                                   (5,390)

  Accumulated other comprehensive income                                                     3,410

  Subscriptions receivable                                                                 (10,250)

  Accumulated deficit                                                                   (2,878,871)
                                                                                       -----------

                           TOTAL STOCKHOLDERS' EQUITY                                      431,517
                                                                                       -----------

                           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 1,051,152
                                                                                       ===========

</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 Three Months Ended
                                                                                       March 31,
                                                                          ---------------------------------
                                                                             2002                  2001
                                                                          -----------           -----------
                                                                          (UNAUDITED)           (UNAUDITED)
<S>                                                                       <C>                   <C>
REVENUES
  Commissions                                                             $ 1,830,166           $ 1,744,518
  Interest and dividends                                                       17,836                17,145
  Other                                                                            --                18,250
                                                                          -----------           -----------
                                                                            1,848,002             1,779,913

EXPENSES
  Commissions                                                               1,570,286             1,316,631
  Occupancy                                                                    30,169                28,938
  Stock based compensation / consultant expenses                               54,580                64,844
  Salaries and benefits                                                       162,104               172,876
  Recruiting expense                                                           30,000                30,618
  Legal expense                                                                27,251                29,631
  Other operating expenses                                                    149,394               126,970
                                                                          -----------           -----------
                                                                            2,023,784             1,770,508
                                                                          -----------           -----------

                           NET INCOME (LOSS) BEFORE INCOME TAXES             (175,782)                9,405

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

                           NET INCOME (LOSS)                              $  (175,782)          $     9,405
                                                                          ===========           ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                  4,868,858             4,701,900
                                                                          ===========           ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  AND DILUTIVE POTENTIAL COMMON SHARES OUTSTANDING                          4,868,858             5,262,120
                                                                          ===========           ===========

BASIC EARNINGS (LOSS) PER SHARE                                           $    (0.036)          $    0.0020
                                                                          ===========           ===========

DILUTED EARNINGS (LOSS) PER SHARE                                         $    (0.036)          $    0.0018
                                                                          ===========           ===========

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Net income (loss)                                                       $  (175,782)          $     9,405

UNREALIZED GAIN (LOSS) ON SECURITIES
  Unrealized holding gains (losses) arising during the period                     750                  (525)
                                                                          -----------           -----------

                           OTHER COMPREHENSIVE INCOME (LOSS)                      750                  (525)
                                                                          -----------           -----------

                           COMPREHENSIVE INCOME (LOSS)                    $  (175,032)          $     8,880
                                                                          ===========           ===========

</TABLE>


                 See accompanying notes to financial statements.


                                       4


<PAGE>

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

<TABLE>
<CAPTION>


                                                                            For The Three Months Ended
                                                                                     March 31,
                                                                         --------------------------------
                                                                            2002                2001
                                                                         -----------          -----------
                                                                         (UNAUDITED)          (UNAUDITED)

<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                      $(175,782)          $   9,405
  Adjustments to reconcile net income (loss) to net cash used in
           operating activities
       Depreciation                                                          10,045              11,538
       Stock based compensation/consultant expenses                          54,580              64,844
       Changes in:
           Cash with clearing broker                                              5                  11
           Commissions receivable                                            (2,667)           (529,157)
           Other receivable                                                  59,049               4,072
           Unbilled receivables                                                  --             (31,258)
           Prepaid expenses                                                   2,017              10,211
           Due from related parties                                          32,656             (44,783)
           Accounts payable and accrued expenses                            (49,925)            (21,948)
           Accrued commission expense                                       (79,168)            296,561
           Deferred income                                                  (13,833)                 --
                                                                          ---------           ---------
                Net cash used in operating activities                      (163,023)           (230,504)
                                                                          ---------           ---------


CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property and equipment                                        (1,302)             (4,861)


CASH FLOWS FROM FINANCING ACTIVITIES

   Issuance of common stock                                                 250,000                  --
   Issuance of treasury stock                                                10,848              20,708
   Payments on note payable                                                 (12,037)                 --
   Payments on capital lease obligation                                      (3,466)             (2,699)
                                                                          ---------           ---------
       Net cash provided by financing activities                            245,345              18,009
                                                                          ---------           ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         81,020            (217,356)

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


CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $ 124,238           $   8,794
                                                                          =========           =========

</TABLE>

                 See accompanying notes to financial statements.


                                       5
<PAGE>



                SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

NOTE 1 - GENERAL

             The condensed consolidated financial statements for the three month
             periods ended March 31, 2002 and March 31, 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 three
             month period ended March 31, 2002 are not necessarily indicative of
             the results for the entire fiscal year ending December 31, 2002.

NOTE 2 - DUE FROM/TO RELATED PARTIES

             At March 31, 2002, the Company has advances receivable of $14,983
             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 quarter ended March 31, 2002,
             $1,200 was repaid to the Company. The related company is 100% owned
             by a shareholder who is also the majority stockholder 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.


                                       6
<PAGE>


NOTE 4 - STOCKHOLDERS' EQUITY

             Common stock and additional paid-in capital increased by $250,000
             due to the sale of 2,500,000 shares of common stock for $0.10 per
             share during the three-month period ended March 31, 2002. See the
             last paragraph of Note 6 for further discussion regarding the sale
             of these shares.

             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.

             The 125,000 shares of outstanding preferred stock as of March 31,
             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 March 31, 2002
             approximated $12,100.

             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.


                                       7
<PAGE>

NOTE 5 - NET CAPITAL REQUIREMENT

             The Company is subject to the Securities and Exchange Commission
             Uniform Net Capital rule (SEC Rule 15c3-1), which requires the
             maintenance of minimum net capital and requires that the ratio of
             aggregate indebtedness to net capital, both as defined, shall not
             exceed 15 to 1. At March 31, 2002, the Company had net capital of
             $97,099, which was $47,099 in excess of its required net capital of
             $50,000. The Company's aggregate indebtedness to net capital ratio
             was 6 to 1 at March 31, 2002.

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 Chairman and CEO
             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.

             On March 22, 2002, Marshall T. Leeds, in a privately negotiated
             transaction, agreed to purchase an aggregate of 5,000,000 shares of
             our common stock for a total purchase price of $500,000, or $0.10
             per share. The stock purchase is subject to certain conditions,
             including approval of the resulting change in control of the
             Company by the National Association of Securities Dealers, Inc.
             ("NASD") and receipt by Mr. Leeds of appropriate clearance under a
             non-competition agreement he has with another company. Assuming Mr.
             Leeds' acquisition of the shares, Mr. Leeds would become our
             largest shareholder, as well as our Chief Executive Officer and
             Chairman of the Board of Directors. Richard Parker, the Company's
             current Chairman and Chief Executive Officer, would become
             President, Chief Operating Officer and Vice Chairman. Two of our
             Board members, Mr. Parker and Harry Green, would remain on the
             Board and Mr. Leeds and two of his designees would round out a new
             five-member Board. Mr. Parker would also grant Mr. Leeds voting
             control of his beneficially owned shares for a period of time.
             Since March 22, 2002, Mr. Leeds has been working for the Company in
             connection with its recruiting efforts and such other duties as are
             assigned to him by the Board. He has entered into an employment
             agreement with the Company, which will be amended and restated at
             such time as he becomes Chief Executive Officer and Chairman. As
             part of his employment, Mr. Leeds was also granted options for
             7,000,000 shares of common stock at an exercise price of $0.25 per
             share. These


                                       8



<PAGE>

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

             options vest upon issuance and expire on December 31, 2007. The
             closing of the stock purchase by Mr. Leeds is expected to take
             place in May 2002.

             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 are 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 to be 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 will purchase 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 will
             also purchase 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.


                                       9
<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 month period ended March
31, 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.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

         Revenues. Revenues for the three months ended March 31, 2002 were
$1,848,002 reflecting an increase of $68,089 (or 3.8%) from $1,779,913 for the
three months ended March 31, 2001. This increase was largely due to higher
revenues received from the Company's new insurance division, which began
operating during the first quarter of 2001.

        Expenses. Expenses for the three months ended March 31, 2002 increased
by $253,276 (or 14.3%) to $2,023,784 from $1,770,508 for the three months ended
March 31, 2001. The increase in expenses was primarily attributable to an
increase in commissions expense due to a different blend of products sold
during the periods reported.  Such commission expenses were $1,570,286 for the
three months ended March 31, 2002, compared with $1,316,631 for the three
months ended March 31, 2001.  Expenses also included a non-cash item for stock
based compensation totaling $54,580 for the three months ended March 31, 2002,
compared with $64,844 for the same period in 2001.

         Net Income. Net loss for the three months ended March 31, 2002 was
$175,782, reflecting a decrease of $185,187 or (1969%) from a net income of
$9,405 for the three months ended March 31, 2001. Net loss for the three months
ended March 31, 2002 was -9.51% of revenues, compared to .53% of revenues for
the three months ended March 31, 2001. The Company's basic and diluted loss per
share was $0.036 for the three months ended March 31, 2002, compared with
earnings per share of $0.002 for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating activities totaled $163,023 during the
three months ended March 31, 2002, compared to net cash used of $230,504 for
the three months ended March 31, 2001. The reduction in cash used by operating
activities is largely attributable to lower outstanding commissions receivable
as of March 31, 2002.

         Cash used in investing activities (capital expenditures) totaled
$1,302 and $4,861 during the three months ended March 31, 2002 and 2001,
respectively. Capital expenditures were primarily comprised of the Company's
replacement of office computer equipment.

         Net cash provided by financing activities totaled $245,345 and $18,009
during the three months ended March 31, 2002 and 2001, respectively. During
2002, financing activities consisted primarily of the private offering and sale
of 2,500,000 shares of our common stock for a total purchase price of $250,000,
or $.10 per share, which sale was made as part of the transaction with Marshall
T. Leeds as discussed under Item 5 of this report.

         On March 31, 2001, the Company entered into a secured demand note
collateral agreement with a corporation 100% owned by the Company's majority
shareholder. The note is due on July 30, 2002 and accrues interest at 12% per
annum. The subordinated borrowing in the amount of $40,000 is available in
computing net capital under the SEC's uniform net capital rule. To the extent
that such borrowings are required for the Company's continued compliance with
minimum net capital requirements, it may not be repaid.

         The Company believes that its working capital levels are adequate to
meet its current requirements. However, it is anticipated that the Company will
need to raise or borrow additional funds to support its operating requirements
in the near future due to the current condition of the economy and financial
markets which have impacted the Company's revenues. 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


                                      10
<PAGE>


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.

                           PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      See the transactions described in Item 5 below. In connection
with the issuance of securities relating to those transactions, the company
relied on the exemption provided under Section 4(2) of the Securities Act of
1933, as amended. Each of the purchasers of securities in those transactions
represented to the Company that he is an accredited investor and 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

         Not applicable.

ITEM 5.  OTHER INFORMATION

CHANGE OF CONTROL TRANSACTION

         As previously disclosed and announced, on March 22, 2002, the Company,
Marshall T. Leeds, and Richard Parker (at that time, the majority shareholder,
Chairman of the Board and Chief Executive Officer of the Company) entered into
a Stock Purchase Agreement (the "PURCHASE AGREEMENT") pursuant to which Mr.
Leeds agreed to purchase, subject to certain conditions, 5,000,000 shares of
common stock newly issued by the Company (the "STOCK SALE"), which purchase
would make him the majority shareholder of the Company, and to become the
Company's Chairman of the Board and Chief Executive Officer.

         On May 22, 2002, the parties closed the Stock Sale (the "CLOSING"), in
connection with which the following matters occurred as contemplated:

         -        Mr. Leeds became the holder of a majority of the Company's
                  outstanding common stock, and also Chairman of the Board and
                  Chief Executive Officer;


                                      11
<PAGE>


         -        Mr. Parker resigned as Chairman of the Board and Chief
                  Executive Officer, and became President, Chief Operating
                  Officer and Vice-Chairman of the Board; and

         -        Mr. Leeds and two of his designees, Steven C. Jacobs and
                  Sanford B. Cohen, became directors, joining Mr. Parker and
                  Harry S. Green, who remained on the Board.

         Prior to the Closing, in order to help address the Company's severe
cash flow difficulties, the parties agreed to a series of interim loan
arrangements whereby Mr. Leeds loaned an aggregate of $350,000 to Mr. Parker
for use to purchase an aggregate of 3,500,000 shares of common stock from the
Company, in anticipation of those shares subsequently being sold to Mr. Leeds
at the Closing by Mr. Parker rather than by the Company. The loans were made on
March 15, March 28, and May 17, 2002 in the amounts of $100,000, $150,000, and
$100,000, respectively. Mr. Parker used the loan funds for that purpose, thus
contributing $350,000 to the Company for 3,500,000 shares of newly issued
common stock. The Closing was effected in that manner, so that Mr. Leeds
purchased an aggregate of 5,000,000 shares for a total consideration of
$500,000, but with 1,500,000 shares being issued directly by the Company for
$150,000 and 3,500,000 shares (previously issued to Mr. Parker as part of the
above interim loan arrangements) being transferred to him by Mr. Parker in
cancellation of the $350,000 of loans.

         Also in connection with the Company's interim need for cash and
assistance with its efforts to sustain operations pending the Closing, the
parties agreed that Mr. Leeds would begin immediately to work with the Company
in connection with its broker recruitment efforts and other select strategic
matters. To reflect these arrangements, the Company entered into an employment
agreement with Mr. Leeds, to serve as Director of Recruiting, in order to
reflect both his commencement of such services as of March 22, 2002, and the
grant to him of the fully vested stock option for 7,000,000 shares (with an
exercise price of $.25 per share and other terms as previously disclosed) also
as of such March 22, 2002. As part of the Closing, Mr. Leeds' interim
employment agreement as Director of Recruiting was amended and restated to
reflect the long-term arrangements for his service as Chairman and Chief
Executive Officer of the Company contemplated by the Purchase Agreement.

         Because the option granted to Mr. Leeds is effective as of his
employment commencement date (rather than deferred until the Closing), the
parties agreed that the options granted to Mr. Parker in March 2002 (one for
500,000 shares of common stock at an exercise price of $.10 per share, and one
for 400,000 shares of common stock at an exercise price of $.50 per share) also
would not be subject to the Closing, but would reflect the March 22, 2002
employment commencement date (and option grant and vesting date) of Mr. Leeds.
Accordingly, Mr. Parker's option for 500,000 shares vested on March 22, 2002,
and the option for 400,000 shares will vest and become exercisable one-half on
March 22, 2003 and one-half on March 22, 2004.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The changes described above relating to the options granted to Messrs.
Leeds and Parker would have yielded amounts for the beneficial ownership of
stock by Messrs. Leeds and Parker prior to the Closing different from those set
forth in previous disclosures about the Purchase Agreement and then pending
transactions with Mr. Leeds. However, they do not change the amounts previously
disclosed for their respective beneficial ownerships as a result of the
Closing. The number of shares previously disclosed as actually outstanding and
owned by them was not affected by the option changes, either prior to or as a
result of the Closing. Their rights under their respective options to acquire
shares earlier, which was not exercised by either of them, simply causes their
deemed beneficial ownership of certain of the underlying shares to occur (or to
be measured for future vesting, in the case of Mr. Parker's options for 400,000
shares) as of March 22, 2002 rather than the closing date of May 22, 2002.

         For convenience and as an update to previously disclosed information
(including in the Company's Annual Report on Form 10-KSB), the following table
sets forth information as of May 22, 2002, giving effect to the Closing, about
the beneficial ownership of (i) more than 5% shareholders, (ii) executive
officers named in the Summary Compensation Table, (iii) each director, and (iv)
all executive officers and directors as a group:


                                      12
<PAGE>


<TABLE>
<CAPTION>
                                                                      PERCENTAGE                             PERCENTAGE
                                                 NO. OF SHARES         (WITHOUT       NO. OF SHARES            (WITH
                                                (WITHOUT SPECIAL       SPECIAL        (WITH SPECIAL           SPECIAL
NAME OF BENEFICIAL OWNER(1)(2)                     OPTIONS)(3)        OPTIONS(3)        OPTIONS)              OPTIONS)
------------------------------                  ----------------     -----------      -------------          ----------

<S>                                             <C>                   <C>             <C>                    <C>
Marshall T. Leeds ......................          5,000,000(4)          51.6%           12,000,000(5)          71.9%
Richard Parker .........................          4,022,765(6)          38.7%            4,522,765(7)          41.5%
Harry S. Green (8) .....................             97,500              1.0%               97,500              1.0%
Steven C. Jacobs .......................                -0-              -0-                   -0-              -0-
Sanford B. Cohen .......................                -0-              -0-                   -0-              -0-

All officers and directors
         as a group (11 persons) .......          9,536,230(9)          87.9%           17,036,230(10)         92.9%
</TABLE>

---------
(1)      Unless otherwise noted, the address of each person or entity listed is
         Summit Brokerage Services, Inc., 25 Fifth Avenue, Indiatlantic, Florida
         32903.

(2)      Based on 9,691,080 shares actually outstanding, and additional shares
         deemed to be outstanding as to a particular person in accordance with
         the following applicable rules of the SEC. Beneficial ownership is
         determined in accordance with the rules of the SEC and generally
         includes voting or investment power with respect to securities. Shares
         of common stock subject to options, warrants or convertible securities
         that are exercisable within 60 days of the date of May 22, 2002, are
         deemed outstanding for computing the percentage of the person holding
         such options, warrants or convertible securities but are not deemed
         outstanding for computing the percentage of any other person. Except
         as indicated by footnote and subject to community property laws where
         applicable, the persons named in the table have sole voting and
         investment power with respect to all shares of common stock shown as
         beneficially owned by them. Notwithstanding the foregoing, shares over
         which Mr. Leeds has only voting control are not included in the
         foregoing beneficial ownership table, but are discussed in footnote
         4 below.

(3)      Excludes immediately exercisable options granted to Mr. Leeds and Mr.
         Parker on March 22, 2002 for 7,000,000 shares and 500,000 shares of
         common stock, respectively (for purposes of this table, individually
         and collectively defined as the "Special Options").

(4)      Represents 5,000,000 shares of common stock. Excludes 4,290,765 shares
         of common stock beneficially owned by Mr. Parker but for which Mr.
         Leeds has sole voting power pursuant to a Shareholders' Voting
         Agreement and Irrevocable Proxy ("Voting Agreement") granted to him by
         Mr. Parker and his spouse in connection with the Closing, which shares
         are represented as follows: (i) 3,241,595 outstanding shares
         beneficially owned by Mr. Parker; and (ii) 1,049,170 shares issuable
         pursuant to stock options (including Mr. Parker's Special Options
         referenced in footnote 3 above) which are exercisable within the next
         60 days (the "Voting Trust Shares"). However, Mr. Leeds controls
         approximately 85% of the outstanding voting shares of the Company
         after including in his beneficial ownership 3,241,595 outstanding
         shares of Mr. Parker's that are subject to the Voting Agreement.

(5)      Includes (i) 5,000,000 shares of common stock, and (ii) Mr. Leeds'
         Special Options for 7,000,000 shares exercisable within the next 60
         days. Excludes the Voting Trust Shares referenced in footnote 4 above.
         However, Mr. Leeds controls approximately 91.3% of the outstanding
         voting shares of the Company after including in his beneficial
         ownership 3,241,595 outstanding shares of Mr. Parker's that are
         subject to the Voting Agreement.

(6)      Includes (i) 2,743,920 shares of common stock; (ii) 497,675 shares
         owed jointly with his spouse; (iii) 27,000 shares owned by his spouse;
         (iv) 549,170 shares issuable pursuant to stock options exercisable
         within the next 60 days; (iv) 45,000 shares he and/or his spouse
         control as trustees of two foundations and a trust; and (v) 160,000
         shares issuable pursuant to stock options held by his spouse which are
         exercisable within the next 60 days.

(7)      Includes the shares referenced in footnote 6 above together with
         500,000 shares issuable upon exercise of Mr. Parker's Special Options.


                                      13
<PAGE>


(8)      Includes 33,000 shares issuable pursuant to stock options exercisable
         within the next 60 days.

(9)      Includes 1,148,635 shares issuable pursuant to options exercisable
         within the next 60 days. Excludes the Special Options referenced in
         footnote 3 above.

(10)     Includes 8,648,635 shares issuable pursuant to options (including the
         Special Options) exercisable within the next 60 days.

OTHER ISSUANCES OF OPTIONS

         In March 2002, the Company issued to officers and managers 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.


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 Incorporated effected March 27, 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 *
10.11             Employment Agreement between the Company and Marshall T. Leeds *
10.12             Stock Option Agreement between the Company and Marshall T. Leeds *
10.13             Stock Option Agreement between the Company and Richard Parker *
10.14             Stock Option Agreement between the Company and Richard Parker *
</TABLE>

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


                                      14
<PAGE>


(1)      Incorporated by reference to the Company's Quarterly Report on Form
         10-QSB for the fiscal quarter ended June 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,
         201, 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 March 31, 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.

(B)      REPORTS ON FORM 8-K

         On March 22, 2002, the Company filed a Current Report on Form 8-K to
report a pending change in control.


                                      15
<PAGE>


                        SUMMIT BROKERAGE SERVICES, INC.

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    SUMMIT BROKERAGE SERVICES, INC.

Date: May 24, 2002                 /s/ Richard Parker
                                    -------------------------------------------
                                    President

                                    /s/ Mark F. Caulfield
                                    -------------------------------------------
                                    Chief Financial Officer



                                      16
<PAGE>


                                 EXHIBIT INDEX


<TABLE>
<S>      <C>
3.1.2    Amendment to Amended and Restated Articles of Incorporation
10.10    Stock Purchase Agreement
10.11    Employment Agreement between the Company and Marshall T. Leeds
10.12    Stock Option Agreement between the Company and Marshall T. Leeds
10.13    Stock Option Agreement between the Company and Richard Parker
10.14    Stock Option Agreement between the Company and Richard Parker
</TABLE>


                                      17