##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

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

Commission File No: 0-29337

SUMMIT BROKERAGE SERVICES, INC.

(Exact name of registrant as specified in its charter)


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

980 North Federal Highway

Suite 310


Boca Raton, FL 33432


(561) 338-2800


(Address, including zip code, and telephone number, including area code, of

Registrants principal executive offices)


25 Fifth Avenue

Indiatlantic, Florida 32903


(321) 724-2303




---

(Former Name, Former Address and Former Fiscal Year,


if Changed Since Last Report)


State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

|                           |  |                              
|-------------------------- |  | -----------------------------
|Class                      |  | Outstanding as of May 7, 2003
|                           |  |                              
|Common Stock               |  |                              
|Par value $.0001 per share |  | 28,028,748                   

Transitional Small Business Disclosure FormatoYesxNo





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TABLE OF CONTENTS



|                                         |                                                                                               |                                                                |  |  |  |  |  | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART I.                                 
|                                         | Item 1. Financial Statements                                                                 
|                                         |                                                                                               | Condensed Consolidated Statement of Financial Condition       
|                                         |                                                                                               | Condensed Consolidated Statements of Income (Loss)            
|                                         |                                                                                               | Condensed Consolidated Statements of Cash Flows               
|                                         |                                                                                               | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                         | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                         | Item 3. Controls and Procedures                                                              
|PART II. OTHER INFORMATION              
|                                         | Item 1. Legal Proceedings                                                                    
|                                         | Item 2. Changes in Securities and Use of Proceeds                                            
|                                         | Item 3. Defaults Upon Senior Securities                                                      
|                                         | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                         | Item 5. Other Information                                                                    
|                                         | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                              
|EXHIBIT INDEX                           
|Certification of Chief Executive Officer
|Certification of Chief Financial Officer



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SUMMIT BROKERAGE SERVICES, INC.

INDEX

|                                |         |    |                                                                                                                                       |  |     
|------------------------------- | ------- | -- | ------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                |         |    |                                                                                                                                       |  | Page
|                                |         |    |                                                                                                                                       |  |     
|PART I  FINANCIAL INFORMATION: |         |   
|                                | Item 1. |    | Financial Statements                                                                                                                  |  |     
|                                |         |    | Condensed Consolidated Statement of Financial Condition at March 31, 2003                                                             |  | 3   
|                                |         |    | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
for the Three months ended March 31, 2003 and 2002 |  | 4   
|                                |         |    | Condensed Consolidated Statements of Cash Flows for the Three months Ended
March 31, 2003 and 2002                                    |  | 5   
|                                |         |    | Notes to Unaudited Condensed Consolidated Financial Statements                                                                        |  | 6   
|                                | Item 2. |    | Managements Discussion and Analysis of Financial Condition and
Results of Operations                                                 |  | 10  
|                                | Item 3. |    | Controls and Procedures                                                                                                               |  | 11  
|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                                                                                                       |  | 12  
|                                | Item 4. |    | Submissions of Matters to a Vote of Security Holders                                                                                  |  | 12  
|                                | Item 5. |    | Other Information                                                                                                                     |  | 12  
|                                | Item 6. |    | Exhibits and Reports on Form 8-K                                                                                                      |  | 12  
|SIGNATURES                      |         | 14

FORWARD LOOKING STATEMENTS

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

2



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PART I.




Item 1. Financial Statements

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




SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Financial Condition


March 31, 2003 (Unaudited)


|                                     |                                                                                                                       |                                                                                                                                       |   |                                            |    |   |           | 
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------ | -- | - | --------- | 
|ASSETS                               |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     | Cash and cash equivalents                                                                                             |                                                                                                                                       | $ | 1,817,138                                  |   
|                                     | Deposit held at clearing broker                                                                                       |                                                                                                                                       |   | 25,800                                     |   
|                                     | Deposit held at clearing broker  related party                                                                       |                                                                                                                                       |   | 50,000                                     |   
|                                     | Securities owned                                                                                                      |                                                                                                                                       |   | 2,085                                      |   
|                                     | Commissions receivable                                                                                                |                                                                                                                                       |   | 591,746                                    |   
|                                     | Prepaid expenses                                                                                                      |                                                                                                                                       |   | 121,033                                    |   
|                                     | Other receivables, net                                                                                                |                                                                                                                                       |   | 134,699                                    |   
|                                     | Due from related parties                                                                                              |                                                                                                                                       |   | 10,723                                     |   
|                                     | Customer list, net                                                                                                    |                                                                                                                                       |   | 1,110,220                                  |   
|                                     | Goodwill                                                                                                              |                                                                                                                                       |   | 531,630                                    |   
|                                     | Property and equipment at cost, less accumulated depreciation of $210,981                                             |                                                                                                                                       |   | 109,878                                    |   
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     |                                                                                                                       |                                                                                                                                       |   | TOTAL ASSETS                               |    | $ | 4,504,952 | 
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           
|LIABILITIES AND STOCKHOLDERS EQUITY
|LIABILITIES                          |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     | Accounts payable and accrued expenses                                                                                 |                                                                                                                                       | $ | 185,457                                    |   
|                                     | Accrued commission expense                                                                                            |                                                                                                                                       |   | 486,216                                    |   
|                                     | Note payable, net                                                                                                     |                                                                                                                                       |   | 1,565,722                                  |   
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     |                                                                                                                       |                                                                                                                                       |   | TOTAL LIABILITIES                          |    |   | 2,237,395 | 
|STOCKHOLDERS EQUITY                 |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     | Preferred stock, 150,000 authorized shares designated as Series A                                                     |                                                                                                                                       |   |                                            |   
|                                     |                                                                                                                       | 12% cumulative convertible; par value $0.0001 per share; 125,000 Series A issued
and outstanding (liquidation preference of $125,000) |   |                                            | 13 |  
|                                     | Common stock, par value $0.0001 per share; authorized 50,000,000 shares; 24,040,064 issued and 24,028,748 outstanding |                                                                                                                                       |   | 2,404                                      |   
|                                     | Additional paid-in capital                                                                                            |                                                                                                                                       |   | 7,876,762                                  |   
|                                     | Unearned stock compensation                                                                                           |                                                                                                                                       |   | (791,635                                   | ) 
|                                     | Treasury stock, at cost                                                                                               |                                                                                                                                       |   | (8,487                                     | ) 
|                                     | Accumulated deficit                                                                                                   |                                                                                                                                       |   | (4,811,500                                 | ) 
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     |                                                                                                                       |                                                                                                                                       |   | TOTAL STOCKHOLDERS EQUITY                 |    |   | 2,267,557 | 
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           
|                                     |                                                                                                                       |                                                                                                                                       |   | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |    | $ | 4,504,952 | 
|                                     |                                                                                                                       |                                                                                                                                       |   |                                           

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income (Loss)


and Comprehensive Income (Loss)


|                                 |                                    |                                 |                              |           |            |                            |           |             |           |          |          |  
|-------------------------------- | ---------------------------------- | ------------------------------- | ---------------------------- | --------- | ---------- | -------------------------- | --------- | ----------- | --------- | -------- | -------- | -
|                                 |                                    |                                 |                              |           |            | For The Three Months Ended
|                                 |                                    |                                 |                              |           |            | March 31,                 
|                                 |                                    |                                 |                              |           |            |                           
|                                 |                                    |                                 |                              |           |            | 2003                       |           | 2002       
|                                 |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    |                                 |                              |           |            | (Unaudited)                |           | (Unaudited)
|REVENUES                         |                                    |                                 |                              |           |            |                            |           |            
|                                 | Commissions                        |                                 | $                            | 1,814,380 |            |                            | $         | 1,773,390   |          
|                                 | Interest and dividends             |                                 |                              | 104,197   |            |                            |           | 17,835      |          
|                                 |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    |                                 | 1,918,577                    |           |            |                            | 1,791,225 |            
|EXPENSES                         |                                    |                                 |                              |           |            |                            |           |            
|                                 | Commissions                        |                                 |                              | 1,317,239 |            |                            |           | 1,485,755   |          
|                                 | Employee compensation and benefits |                                 |                              | 463,635   |            |                            |           | 177,369     |          
|                                 | Occupancy and equipment            |                                 |                              | 122,890   |            |                            |           | 47,427      |          
|                                 | Communications                     |                                 |                              | 83,095    |            |                            |           | 32,074      |          
|                                 | Professional expenses              |                                 |                              | 103,189   |            |                            |           | 83,829      |          
|                                 | Stock based compensation           |                                 |                              | 106,212   |            |                            |           | 54,580      |          
|                                 | Other operating expenses           |                                 |                              | 203,718   |            |                            |           | 85,973      |          
|                                 |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    |                                 | 2,399,978                    |           |            |                            | 1,967,007 |            
|                                 |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    |                                 | NET LOSS BEFORE INCOME TAXES |           |            | (481,401                   | )         |             |           | (175,782 | )       
|PROVISION FOR INCOME TAXES       |                                    |                                 |                             |           |            |                            |          |            
|                                 |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    |                                 |                              | NET LOSS  |            | $                          | (481,401  | )           |           |          | (175,782 | )
|                                 |                                    |                                 |                              |           |            |                            |           |            
|BASIC AND DILUTED LOSS PER SHARE |                                    | $                               | (0.02                        | )         |            |                            | (0.03     | )          
|                                 |                                    |                                 |                              |           |            |                            |           |            
|WEIGHTED AVERAGE SHARES          |                                    |                                 |                              |           |            |                            |           |            
|                                 |                                    | OUTSTANDING  BASIC AND DILUTED |                              |           | 20,699,688 |                            |           |             | 4,868,858 |         

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows


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

See accompanying notes to financial statements.

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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS


NOTE 1 - GENERAL



| |  | The condensed consolidated financial statements for the three month
periods ended March 31, 2003 and March 31, 2002 reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim period. The
consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto, together with
managements discussion and analysis of financial condition and results
of operations, contained in the Companys Annual Reports on Form 10-KSB
for the fiscal years ended December 31, 2002 and 2001. The results of
operations for the three month period ended March 31, 2003 are not
necessarily indicative of the results for the entire fiscal year ending
December 31, 2003.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Due to the current condition of the economy and financial markets,
which have negatively impacted the Companys revenues, the Company may
need to raise or borrow additional funds to support its operating
requirements. There can be no assurance that any such sources of
financing would be available when needed, on commercially reasonable
terms, or at all. Also, in the normal course of business, the Company
evaluates acquisitions of businesses that compliment its business. In
connection with any acquisitions, the Company may issue additional
securities, which could result in dilution for existing shareholders.                                                                                                                                                                                                                                              
|
| |  | Certain amounts from the prior period have been reclassified to conform
to the current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

NOTE 2 - DUE FROM/TO RELATED PARTIES



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

NOTE 3 - STOCKHOLDERS EQUITY



| |  | On March 22, 2002, the
Company amended its Articles of Incorporation
to change the number of shares of preferred stock designated as Series
A Convertible Preferred Stock from 5,000,000 to 150,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The 125,000 shares of outstanding preferred stock as of March 31, 2003
are convertible into shares of common stock. The number of shares of
common stock which may be issued in respect of the shares of preferred
stock shall be determined by dividing (i) a numerator equal to the
number of shares of Series A 12% Convertible Preferred Stock being
converted multiplied by 115% of the subscription price, (ii) a
denominator representing the per share price that is the lower of the
closing price and the average closing sale price for the 20 trading
days
immediately preceding the Series A conversion date; provided, however,
in no event shall the denominator be less than the subscription price.
All such preferred stock is non-voting stock.

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| |  | NOTE 3 - STOCKHOLDERS EQUITY(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The holders of Series A 12% Convertible Preferred Stock shall be
entitled to receive, out of funds legally available for that purpose,
cash dividends at the rate of $0.12 per annum, subject to voluntary
conversion. Such dividends shall accrue and be cumulative from the
issue date. Dividends shall be payable in arrears, when and as
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 of each year; provided, however, the first dividend
payment date shall not occur before the last calendar day of the first
full fiscal quarter following the issue date. Undeclared dividends in
arrears as of March 31, 2003 approximated $18,500. Preferred stock
dividends declared and paid in 2003 amounted to $3,000.                                                                                                                                                                               
|
| |  | In the event of any liquidation, dissolution or winding up of the
Companys affairs for a price per share which is less than the
subscription price set forth herein, holders of the preferred shares
will be entitled to a liquidation preference of $1.00 per preferred
share, plus the dividends set forth above, prior to any distribution to
the holders of common stock in full and complete liquidation of the
interest of the holders of preferred shares. In the event that the
Company does not have sufficient funds to pay the full liquidation
preference payable to the holders of preferred shares, and any other
shares issued on a parity with the preferred shares (Parity Shares),
the existing funds will be allocated among the holders of all such
preferred shares and Parity Shares pro rata in proportion to the full
amounts to which they would respectively be entitled.                                        
|
| |  | At any time after August 1, 2002, the Company may, unless otherwise
prevented by law, redeem from the holder thereof, the holders
preferred shares at the subscription price ($1.00 per share) together
with any accrued but unpaid dividends thereon to and including the date
of redemption, in whole or, from time to time, or in part. Any partial
redemption shall be allocated among the holders of preferred shares pro
rata or by lot, as determined by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | On October 14, 2002, the Company began a private offering of its common
stock. The offering consists of a minimum of 6,000,000 common stock
shares for an aggregate purchase price of $1,500,000 up to a maximum of
20,000,000 common stock shares for an aggregate purchase price of
$5,000,000, offered for sale at a subscription price of $.25 per common
stock share. This offering is made only to accredited investors as
such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933. During the three-month period ended March 31,
2003, the Company sold an aggregate of 3,840,000 shares of its common
stock and received gross proceeds of $960,000. Offering costs incurred
related to the issuance of these shares approximated $80,000.
Additionally, 490,000 common stock purchase warrants with an exercise
price of $0.30 per share were issued as commissions related to the
common stock sales.
|
| |  | Stock-Based Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation  Transition and Disclosure (SFAS No.
148). SFAS No. 148 provides companies alternative methods of
transitioning to Statement of Financial Accounting Standards No. 123
Accounting for Stock-Based Compensation (SFAS No. 123) fair value
of accounting for stock-based employee compensation. It also requires
certain disclosure requirements in both
annual and quarterly financial statements about the method of
accounting for stock based employee compensation and the effect of the
method used on reported results. SFAS No. 148 does not                                                                                                                                                                                                           

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| |  | NOTE 3 - STOCKHOLDERS EQUITY(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | mandate fair
value accounting for stock-based employee compensation, but does
require all companies to meet the disclosure requirements. We do not
recognize
compensation expense for our stock option grants, which are issued at
fair value at the date of grant. The Company has not adopted fair
value accounting for its employee stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The Company currently accounts for its employee stock-based
compensation arrangements under the provisions of Accounting Principles
Board, Accounting for Stock Issued to Employees (APB No. 25). The
Company accounts for stock-based compensation of non-employees under
the provisions of SFAS No. 123. During the three months ended March
31, 2003, 1,936,355 options were issued and approximately $661,000 of
unearned stock compensation was recorded. The Company did not have any
stock-based compensation to non-employees during 2003. SFAS No. 123
also requires that companies electing to continue to use the intrinsic
value method make pro forma disclosure of net income and net income per
share as if the fair value method of accounting had been applied. The
Company used the Black-Scholes option-pricing model to estimate the
fair value of options. The effects of applying SFAS No. 123 during the
three months ended March 31, 2003 and 2002 are as follows:

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



| |  | The fair value of each option grant is estimated at the date of grant
using a Black-Scholes option pricing model. The Black-Scholes option
valuation model was developed for use in estimating the fair value of
traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input
of highly subjective assumptions including the expected stock price
volatility. Because the Companys employee stock options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in managements opinion, the existing
models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 4 - NET CAPITAL REQUIREMENT



| |  | The Company is subject to the Securities and Exchange Commission
Uniform Net Capital rule (SEC Rule 15c3-1), which requires the
maintenance of minimum net capital and requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not
exceed 15 to 1. At March 31, 2003, the Company had net capital of
$1,569,306, which was $1,519,306 in excess
of its required minimum net capital of $50,000. The Companys
aggregate indebtedness to net capital ratio was .43 to 1 at March 31,
2003.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



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NOTE 5 - ACQUISITION



| |  | On January 2, 2003, the Company acquired, in an asset purchase
agreement, the Boca Raton Branch of Wachovia Securities Financial
Network, Inc. (the Branch). The Branch was an affiliated retail
branch office of Wachovia Securities Financial Network, Inc.
(Wachovia), with approximately 30 registered representatives
conducting retail brokerage business. The purchase price was
approximately $1,800,000, payable to Wachovia over four years. The
purchase price contemplated the signing of an employment agreement with
each of the registered representatives. Management believes that the
acquisition will expand its market presence and overall customer base.
In accordance with Financial Accounting Standards (SFAS) No. 141,
Business Combinations, the results of operations of the Branch have
been included in the Companys financial statements from the date of
acquisition. Based upon managements estimates, the purchase price,
including transaction costs, has been allocated as follows: Customer
list  $1,142,000; Goodwill  $532,000; Equipment  $6,000; imputed
interest  $176,000. Customer list is being amortized over its
estimated beneficial life of six years. Amortization of customer list
for the three-month period ended March 31, 2003 approximated $32,000.
Imputed interest is presented as a discount on the note payable and is
being amortized over the life of the loan using the effective interest
method. Amortization of imputed interest for the three-month period
ended March 31, 2003 approximated $21,000
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 6 - SUBSEQUENT EVENTS



| |  | In April 2003, the Company entered into a stock purchase agreement with
a limited partnership (the Purchaser) for the sale of 4,000,000 shares
of the Companys common stock at a price of $0.25 per share. As part
of the agreement, the Companys principal shareholder, chairman and
chief executive officer (the Principal Shareholder) entered into a
Co-Sale and Voting Agreement which contains certain provisions, among
other corporate matters, under which he will grant to the Purchaser
certain tag-a-long rights upon a sale of common stock by the
Principal Shareholder and will agree to vote his shares in favor of a
nominee director designated by the Purchaser.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

Revenues.Revenues for the three months ended March 31, 2003 were
$1,918,577 reflecting an increase of $127,352 (or 7.1%) from $1,791,225 for the
three months ended March 31, 2002. This increase was due in part to the
addition of our newest and largest producing branch office as a result of the
asset acquisition on January 2, 2003 of the former Boca Raton, Florida office
of Wachovia Securities Financial Network, Inc.

Expenses.Expenses for the three months ended March 31, 2003 increased by
$432,971 (or
22%) to $2,399,978 from $1,967,007 for the three months ended March 31, 2002.
The increase in expenses was largely attributable to employee compensation and
benefit costs, which increased by $286,266 to $463,635 from $177,369, as a
result of the additions to the Companys management team made during the first
quarter of 2003.

Net Loss.Net loss for the three months ended March 31, 2003 was $481,401,
reflecting an increase of $305,619 (or 173.9%) from a net loss of $175,782
during the three months ended March 31, 2002. The increased net loss was
primarily due to the increase in expenses described above. Net loss for the
three months ended March 31, 2003 was 20.6% of revenues, as compared to 9.6%
for the three months ended March 31, 2002. The Companys basic loss per share
was ($0.019) for the three months ended March 31, 2003, compared to a per share
loss of ($0.035) for the three months ended March 31, 2002.

Liquidity and Capital Resources

Net cash used in operating activities totaled ($547,128) during the three
months ended March 31, 2003, compared to net cash used of ($163,023) for the
three months ended March 31, 2002. The increase in cash used by operating
activities is a result of the increased operating loss between the two periods,
as well as an increase in commissions receivable.

Cash used in investing activities (capital expenditures) totaled ($590)
and ($1,302) during the three months ended March 31, 2003 and 2002,
respectively. Capital expenditures were primarily comprised of the Companys
replacement of office equipment.

Net cash provided by financing activities totaled $757,182 and $245,345
during the three months ended March 31, 2003 and 2002, respectively. During the
quarter ended March 31, 2003, financing
activities consisted primarily of the private offering and sale of 3,840,000
shares of our common stock for
10Table of Contentsa total purchase price of $960,000, or $.25 per
share, as part of the private offering of 20,000,000 shares of our common
stock, which commenced in October 2002 and which was terminated on March 19,
2003.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 ProceduresThe 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.
PART II. OTHER INFORMATION
Item 1. Legal ProceedingsFrom time to time we are engaged in various legal and regulatory
proceedings arising in the normal course of business. While it is not possible
to determine with certainty the outcome of these matters, we are of the opinion
the eventual resolution of such proceedings will not have a material adverse
effect on our financial position or operating results.
Item 2. Changes in Securities and Use of Proceeds(a)
    
    Not applicable.(b)
    
    Not applicable.(c)
    
    On October 14, 2002, the Company approved a Common Stock
Private Offering , which consists of a private placement of up to
20,000,000 shares of its common stock to accredited investors at a
purchase price of $.25 per share. During the quarter ended March 31,
2003, the Company received $960,000 in gross cash proceeds from the
sale of 3,840,000 shares of common stock related to the private
placement. In connection with the sale of stock in the private
offering, the Company incurred offering costs of $80,000, including
selling commissions.  With respect to the offer and sale of such securities,
we relied on the exemption provided under Section 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder.
The purchasers of the securities confirmed in writing to Summit hat
they were accredited investors and that they were purchasing the
securities for investment purposes only. The
securities are restricted and the certificates bear a legend
accordingly. The securities are subject to certain lock-up provisions
and certain registration rights.(d)
    
    Not applicable.11Table of Contents
Item 3. Defaults Upon Senior SecuritiesNot applicable.
Item 4. Submission of Matters to a Vote of Security HoldersNot applicable.
Item 5. Other InformationNot applicable.
Item 6. Exhibits and Reports on Form 8-K(a)  Exhibits

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

12



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---

|*    |  | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(1)  |  | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 2001, filed November 14, 2001, file no. 0-29337.                                                                                                                                                                                                                                                                                         
|    
|(2)  |  | Exhibit 3.2 filed with the Companys Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2001 was filed prematurely and
subsequently not adopted by the Board of Directors. As a result, the Amended and Restated Bylaws dated July 21, 2000 remain in effect and
were re-filed with, and are incorporated by reference to, the Companys Quarterly Report for the fiscal quarter ended September 30, 2001, on
Form 10-QSB, file no. 0-29337.
|    
|(3)  |  | Incorporated by reference to the Companys Proxy Statement on Schedule 14A, filed July 31, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                                                                                             
|    
|(4)  |  | Incorporated by reference to the Companys Information Statement on Schedule 14C, filed September 26, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                                                                                  
|    
|(5)  |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2000 on Form 10-QSB, filed August 14,
2000 and amended August 15, 2000, file no. 0-29337.                                                                                                                                                                                                                                                                    
|    
|(6)  |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended September 30, 2001, on Form 10-QSB filed
November 14, 2001, file no. 0-29337.                                                                                                                                                                                                                                                                                         
|    
|(7)  |  | Incorporated by reference to the Companys Annual Report for the fiscal year ended December 31, 2001 on Form 10-KSB filed April 15, 2002,
file no. 0-29337.                                                                                                                                                                                                                                                                                                    
|    
|(8)  |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended March 31, 2002 on Form 10-QSB filed May 24,
2002, file no. 0-29337.                                                                                                                                                                                                                                                                                                   
|    
|(9)  |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2002 on Form 10-QSB filed August 19,
2002, file no. 0-29337.                                                                                                                                                                                                                                                                                                 
|    
|(10) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended September 30, 2002, on Form 10-QSB filed
November 14, 2002, file no. 0-29337.                                                                                                                                                                                                                                                                                         
|    
|(11) |  | Incorporated by reference to the Companys Annual Report for the fiscal year ended December 31, 2002 on Form 10-KSB filed March 31,
2003, file no. 0-29337.                                                                                                                                                                                                                                                                                                    



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

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

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

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

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

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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: May 14, 2003 |  | /s/ Marshall T. Leeds                                             
|                   |  |                                                                   
|                   |  | Marshall T. Leeds, Chairman of the Board & Chief Executive Officer
|                   |  | (Principal Executive Officer)                                     
|                   |  |                                                                   
|Date: May 14, 2003 |  | /s/ Mark Caulfield                                                
|                   |  |                                                                   
|                   |  | Mark Caulfield, Chief Financial Officer                           
|                   |  | (Principal Accounting Officer)                                    

CERTIFICATIONS

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;

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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:May 14, 2003
/s/ Marshall T. Leeds

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

15



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##### Table of Contents



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:May 14, 2003
/s/ Mark F. Caulfield

Name: Mark F. Caulfield
Title: Chief Financial Officer

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EXHIBIT INDEX

|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|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, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

17