##### 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 June 30, 2002.                                           
|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 |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     

25 Fifth Avenue
Indiatlantic, Florida 32903
(321) 724-2303

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

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

Yes x                     No o

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

|                           |  |                                 
|-------------------------- |  | --------------------------------
|Class                      |  | Outstanding as of August 6, 2002
|                           |  |                                 
|Common Stock               |  |                                 
|Par value $.0001 per share |  | 10,291,080                      

Transitional Small Business Disclosure Format
o Yesx No





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TABLE OF CONTENTS



|                                        |                                                                                          |                                                                                    |  |  |  |  |  | 
|--------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION           
|                                        |                                                                                          | Condensed Consolidated Statement of Financial Condition                           
|                                        |                                                                                          | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
|                                        |                                                                                          | Condensed Consolidated Statements of Cash Flows                                   
|                                        |                                                                                          | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                    
|                                        | 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|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                             
|Employment Agreement                   
|Amended & Restated Employment Agreement
|Shareholders' Voting Agreement         
|Commerical Lease                       
|Certificate of CEO & CFO               



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##### Table of Contents



SUMMIT BROKERAGE SERVICES, INC.

INDEX

|                                |                                                                                               |                                                                                                                                      |  |      |   | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | - | 
|                                |                                                                                               |                                                                                                                                      |  | Page
|                                |                                                                                               |                                                                                                                                      |  |     
|PART I  FINANCIAL INFORMATION: |                                                                                               |                                                                                                                                      |  |     
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 1. Financial Statements                                                                  |                                                                                                                                      |  |      |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                |                                                                                               | Condensed Consolidated Statement of Financial Condition at June 30, 2002                                                             |  |      | 3 | 
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                |                                                                                               | Condensed
Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss) for the Six
Months Ended June 30, 2002 and 2001   |  |      | 4 | 
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                |                                                                                               | Condensed
Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss) for the Three Months Ended June 30, 2002 and
2001 |  |      | 5 | 
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Six months Ended
June 30, 2002 and 2001                                      |  |      | 6 | 
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                |                                                                                               | Notes
to Unaudited Condensed Consolidated Financial Statements                                                                       |  |      | 7 | 
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                                      |  | 9    |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|PART II  OTHER INFORMATION     |                                                                                               |                                                                                                                                      |  |     
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 1. Legal Proceedings                                                                     |                                                                                                                                      |  | 11   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                                      |  | 11   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                                      |  | 11   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 4. Submissions of Matters to a Vote of Security Holders                                  |                                                                                                                                      |  | 11   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 5. Other Information                                                                     |                                                                                                                                      |  | 11   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|                                | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                      |  | 13   |  
|                                |                                                                                               |                                                                                                                                      |  |      |  
|SIGNATURES                      |                                                                                               |                                                                                                                                      |  |     

FORWARD LOOKING STATEMENTS

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

2



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##### Table of Contents






PART I- FINANCIAL INFORMATION

Item 1. Financial Statements

SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES




Condensed Consolidated Statement of Financial Condition


June 30, 2002 (Unaudited)





|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                            |   |         |         | 
|------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------ | -------------------------- | - | ------- | ------- | 
|ASSETS                                                  |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        | Cash and cash equivalents                                                                                                                                                                                                 |                                      | $                                          | 19,369                     |  
|                                                        | Cash with clearing broker                                                                                                                                                                                                 |                                      |                                            | 25,095                     |  
|                                                        | Investments available-for-sale                                                                                                                                                                                            |                                      |                                            | 14,302                     |  
|                                                        | Commissions receivable                                                                                                                                                                                                    |                                      |                                            | 384,569                    |  
|                                                        | Prepaid expenses                                                                                                                                                                                                          |                                      |                                            | 57,872                     |  
|                                                        | Other receivables, net of allowance for doubtful accounts of $14,040                                                                                                                                                      |                                      |                                            | 147,148                    |  
|                                                        | Due from related parties                                                                                                                                                                                                  |                                      |                                            | 13,810                     |  
|                                                        | Secured demand notes receivable                                                                                                                                                                                           |                                      |                                            | 40,000                     |  
|                                                        | Property and equipment at cost, less accumulated depreciation of $200,936                                                                                                                                                 |                                      |                                            | 141,886                    |  
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        |                                                                                                                                                                                                                           |                                      |                                            | TOTAL ASSETS               |   | $       | 844,051 | 
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        |                                                                                                                                                                                                                           | LIABILITIES AND STOCKHOLDERS EQUITY |                                            |                            |   |        
|LIABILITIES                                             |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        | Accounts payable and accrued expenses                                                                                                                                                                                     |                                      | $                                          | 239,371                    |  
|                                                        | Accrued commission expense                                                                                                                                                                                                |                                      |                                            | 170,790                    |  
|                                                        | Deferred income                                                                                                                                                                                                           |                                      |                                            | 15,546                     |  
|                                                        | Note payable                                                                                                                                                                                                              |                                      |                                            | 25,622                     |  
|                                                        | Obligations under capital leases                                                                                                                                                                                          |                                      |                                            | 5,259                      |  
|                                                        | Due to related party                                                                                                                                                                                                      |                                      |                                            | 200                        |  
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        |                                                                                                                                                                                                                           |                                      |                                            | TOTAL LIABILITIES          |   |         | 456,788 | 
|LIABILITIES SUBORDINATED TO CLAIMS OF GENERAL CREDITORS |                                                                                                                                                                                                                           |                                      | 40,000                                     |                           
|STOCKHOLDERS EQUITY                                    |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        | Preferred stock, 5,000,000 shares authorized, 150,000 shares designated as Series A
12% cumulative convertible; par value $0.0001 per share; 125,000 Series A issued
and outstanding (liquidation preference of $125,000) |                                      |                                            | 13                         |  
|                                                        | Common stock, par value $0.0001 per share; authorized 20,000,000 shares;
10,300,064 issued and 10,291,080 outstanding                                                                                                     |                                      |                                            | 1,030                      |  
|                                                        | Additional paid-in capital                                                                                                                                                                                                |                                      |                                            | 3,793,699                  |  
|                                                        | Unearned stock compensation                                                                                                                                                                                               |                                      |                                            | (54,424                    | )
|                                                        | Treasury stock, at cost                                                                                                                                                                                                   |                                      |                                            | (5,390                     | )
|                                                        | Accumulated other comprehensive income                                                                                                                                                                                    |                                      |                                            | 2,152                      |  
|                                                        | Subscriptions receivable                                                                                                                                                                                                  |                                      |                                            | (10,250                    | )
|                                                        | Accumulated deficit                                                                                                                                                                                                       |                                      |                                            | (3,379,567                 | )
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        |                                                                                                                                                                                                                           |                                      |                                            | TOTAL STOCKHOLDERS EQUITY |   |         | 347,263 | 
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           
|                                                        |                                                                                                                                                                                                                           |                                      | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                            | $ | 844,051 |        
|                                                        |                                                                                                                                                                                                                           |                                      |                                            |                           

See accompanying notes to financial statements.

3



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SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES




Condensed Consolidated Statements of Income (Loss)
and Comprehensive Income (Loss)





|                                                                        |                                                     |                              |                          |                    |          |                          |           |             |          |      |          |  
|----------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------- | ------------------------ | ------------------ | -------- | ------------------------ | --------- | ----------- | -------- | ---- | -------- | -
|                                                                        |                                                     |                              |                          |                    |          | For The Six Months Ended
|                                                                        |                                                     |                              |                          |                    |          | June 30,                
|                                                                        |                                                     |                              |                          |                    |          |                         
|                                                                        |                                                     |                              |                          |                    |          | 2002                     |           | 2001       
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              |                          |                    |          | (Unaudited)              |           | (Unaudited)
|REVENUES                                                                |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        | Commissions                                         |                              | $                        | 3,268,687          |          |                          | $         | 3,523,300   |         
|                                                                        | Interest and dividends                              |                              |                          | 36,696             |          |                          |           | 29,752      |         
|                                                                        | Other                                               |                              |                          | 1,598              |          |                          |           | 21,801      |         
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              | 3,306,981                |                    |          |                          | 3,574,853 |            
|EXPENSES                                                                |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        | Commissions                                         |                              |                          | 2,868,667          |          |                          |           | 2,811,296   |         
|                                                                        | Occupancy                                           |                              |                          | 58,281             |          |                          |           | 57,876      |         
|                                                                        | Stock based compensation/consultant expenses        |                              |                          | 72,280             |          |                          |           | 122,868     |         
|                                                                        | Salaries and benefits                               |                              |                          | 348,695            |          |                          |           | 402,392     |         
|                                                                        | Recruiting expense                                  |                              |                          | 62,891             |          |                          |           | 60,618      |         
|                                                                        | Legal expense                                       |                              |                          | 160,840            |          |                          |           | 42,817      |         
|                                                                        | Other operating expenses                            |                              |                          | 411,805            |          |                          |           | 228,554     |         
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              | 3,983,459                |                    |          |                          | 3,726,421 |            
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     | NET LOSS BEFORE INCOME TAXES |                          |                    | (676,478 | )                        |           |             | (151,568 | )   
|PROVISION FOR INCOME TAXES                                              |                                                     |                              |                         |                    |          |                          |          |            
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              |                          | NET LOSS           |          | $                        | (676,478  | )           |          |      | (151,568 | )
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING |                                                     |                              | 6,629,755                |                    |          |                          | 4,702,548 |            
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|BASIC AND DILUTED LOSS PER SHARE                                        |                                                     | $                            | (0.102                   | )                  |          |                          | (0.0322   | )          
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|OTHER COMPREHENSIVE LOSS, NET OF TAX                                    |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        | Net loss                                            |                              | $                        | (676,478           | )        |                          | $         | (151,568    | )       
|UNREALIZED LOSS ON SECURITIES                                           |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        | Unrealized holding losses arising during the period |                              |                          | (508               | )        |                          |           | (865        | )       
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              | OTHER COMPREHENSIVE LOSS |                    |          | (508                     | )         |             |          | (865 | )       
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            
|                                                                        |                                                     |                              |                          | COMPREHENSIVE LOSS |          | $                        | (676,986  | )           |          | $    | (152,433 | )
|                                                                        |                                                     |                              |                          |                    |          |                          |           |            

See accompanying notes to financial statements.

4



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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
|                                                                        |                                                     |                              |                          |                    |          | June 30,                  
|                                                                        |                                                     |                              |                          |                    |          |                           
|                                                                        |                                                     |                              |                          |                    |          | 2002                       |           | 2001       
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              |                          |                    |          | (Unaudited)                |           | (Unaudited)
|REVENUES                                                                |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        | Commissions                                         |                              | $                        | 1,438,521          |          |                            | $         | 1,778,782   |         
|                                                                        | Interest and dividends                              |                              |                          | 18,860             |          |                            |           | 12,607      |         
|                                                                        | Other                                               |                              |                          | 1,598              |          |                            |           | 3,551       |         
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              | 1,458,979                |                    |          |                            | 1,794,940 |            
|EXPENSES                                                                |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        | Commissions                                         |                              |                          | 1,298,381          |          |                            |           | 1,494,665   |         
|                                                                        | Occupancy                                           |                              |                          | 28,112             |          |                            |           | 28,938      |         
|                                                                        | Stock based compensation / consultant expenses      |                              |                          | 17,700             |          |                            |           | 58,024      |         
|                                                                        | Salaries and benefits                               |                              |                          | 186,591            |          |                            |           | 229,516     |         
|                                                                        | Recruiting expense                                  |                              |                          | 32,891             |          |                            |           | 30,000      |         
|                                                                        | Legal expense                                       |                              |                          | 133,589            |          |                            |           | 13,186      |         
|                                                                        | Other operating expenses                            |                              |                          | 262,411            |          |                            |           | 101,584     |         
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              | 1,959,675                |                    |          |                            | 1,995,913 |            
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     | NET LOSS BEFORE INCOME TAXES |                          |                    | (500,696 | )                          |           |             | (160,973 | )   
|PROVISION FOR INCOME TAXES                                              |                                                     |                              |                         |                    |          |                            |          |            
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              |                          | NET LOSS           |          | $                          | (500,696  | )           |          |      | (160,973 | )
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING |                                                     |                              | 8,371,300                |                    |          |                            | 4,702,548 |            
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|BASIC AND DILUTED LOSS PER SHARE                                        |                                                     | $                            | (0.060                   | )                  |          |                            | (0.0342   | )          
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|OTHER COMPREHENSIVE LOSS, NET OF TAX                                    |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        | Net loss                                            |                              | $                        | (500,696           | )        |                            | $         | (160,973    | )       
|UNREALIZED LOSS ON SECURITIES                                           |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        | Unrealized holding losses arising during the period |                              |                          | (1,258             | )        |                            |           | (340        | )       
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              | OTHER COMPREHENSIVE LOSS |                    |          | (1,258                     | )         |             |          | (340 | )       
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            
|                                                                        |                                                     |                              |                          | COMPREHENSIVE LOSS |          | $                          | (501,954  | )           |          | $    | (161,313 | )
|                                                                        |                                                     |                              |                          |                    |          |                            |           |            

See accompanying notes to financial statements.

5



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##### Table of Contents



SUMMIT BROKERAGE SERVICES, INC. AND SUBSIDIARIES




Condensed Consolidated Statements of Cash Flows





|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |             |         |         |          |  
|------------------------------------------------ | -------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------- | ------------------------------------- | ------- | ------------------------ | -------- | ----------- | ------- | ------- | -------- | -
|                                                 |                                                                            |                                           |                                                |                                       |         | For The Six Months Ended
|                                                 |                                                                            |                                           |                                                |                                       |         | June 30,                
|                                                 |                                                                            |                                           |                                                |                                       |         |                         
|                                                 |                                                                            |                                           |                                                |                                       |         | 2002                     |          | 2001       
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 |                                                                            |                                           |                                                |                                       |         | (Unaudited)              |          | (Unaudited)
|Cash flows from operating activities             |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 | Net loss                                                                   |                                           | $                                              | (676,478                              | )       |                          | $        | (151,568    | )      
|                                                 | Adjustments to reconcile net loss to net cash used in
operating activities |                                           |                                                |                                       |         |                          |          |             |        
|                                                 |                                                                            |                                           | Depreciation                                   |                                       |         | 20,090                   |          |             |         | 21,582  |         
|                                                 |                                                                            |                                           | Stock based compensation / consultant expenses |                                       |         | 72,280                   |          |             |         | 122,868 |         
|                                                 |                                                                            |                                           | Changes in:                                    |                                       |         |                          |          |             |         |         |         
|                                                 |                                                                            |                                           |                                                | Cash with clearing broker             |         |                          | (33      | )           |         |         | 41       |  
|                                                 |                                                                            |                                           |                                                | Commissions receivable                |         |                          | 140,003  |             |         |         | (440,235 | )
|                                                 |                                                                            |                                           |                                                | Other receivable                      |         |                          | 6,874    |             |         |         | (28,758  | )
|                                                 |                                                                            |                                           |                                                | Prepaid expenses                      |         |                          | 5,566    |             |         |         | 19,609   |  
|                                                 |                                                                            |                                           |                                                | Due from related parties              |         |                          | 33,829   |             |         |         | (33,538  | )
|                                                 |                                                                            |                                           |                                                | Accounts payable and accrued expenses |         |                          | 79,224   |             |         |         | (54,241  | )
|                                                 |                                                                            |                                           |                                                | Accrued commission expense            |         |                          | (293,094 | )           |         |         | 278,881  |  
|                                                 |                                                                            |                                           |                                                | Deferred income                       |         |                          | (36,787  | )           |         |         | 17,000   |  
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 |                                                                            |                                           |                                                | Net cash used in operating activities |         |                          | (648,526 | )           |         |         | (248,359 | )
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|Cash flows from investing activities             |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 | Purchase of property and equipment                                         |                                           |                                                | (5,552                                | )       |                          |          | (4,861      | )      
|Cash flows from financing activities             |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 | Issuance of preferred stock                                                |                                           |                                                |                                      |         |                          |          | 95,248      |        
|                                                 | Issuance of common stock                                                   |                                           |                                                | 650,000                               |         |                          |          |            |        
|                                                 | Issuance of treasury stock                                                 |                                           |                                                | 10,848                                |         |                          |          | 25,460      |        
|                                                 | Payments on note payable                                                   |                                           |                                                | (24,378                               | )       |                          |          |            |        
|                                                 | Payments on capital lease obligation                                       |                                           |                                                | (6,241                                | )       |                          |          | (3,876      | )      
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|                                                 |                                                                            | Net cash provided by financing activities |                                                |                                       | 630,229 |                          |          |             | 116,832 |        
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|Net decrease in cash and cash equivalents        |                                                                            |                                           | (23,849                                        | )                                     |         |                          | (136,388 | )          
|Cash and cash equivalents at beginning of period |                                                                            |                                           | 43,218                                         |                                       |         |                          | 226,150  |            
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            
|Cash and cash equivalents at end of period       |                                                                            | $                                         | 19,369                                         |                                       |         | $                        | 89,762   |            
|                                                 |                                                                            |                                           |                                                |                                       |         |                          |          |            

See accompanying notes to financial statements.

6



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##### Table of Contents



Summit Brokerage Services, Inc. And Subsidiaries




NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1  GENERAL

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

NOTE 2  DUE FROM/TO RELATED PARTIES

At June 30, 2002, the Company has advances receivable of $13,810 from a
related company for expenses paid by Summit Brokerage Services, Inc. on
the related companys behalf. Summit Brokerage Services, Inc. had a
receivable from this related party of $16,183 at December 31, 2001.
During the six months ended June 30, 2002, $2,373 was repaid to the
Company. The related company is 100% owned by a shareholder who is
also a shareholder of Summit Brokerage Services, Inc.

NOTE 3  BILLED RECEIVABLES

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

NOTE 4  STOCKHOLDERS EQUITY

Common stock and additional paid-in capital increased by $500,000 due
to the sale of 5,000,000 shares of common stock for $0.10 per share
during the six-month period ended June 30, 2002. See the next to last
paragraph of Note 4 for further discussion regarding the sale of these shares.

Common stock and additional paid-in capital increased by $150,000 due
to the sale of 600,000 shares of common stock for $0.25 per share
during the six-month period ended June 30, 2002. These shares of common
stock were sold upon exercise of 600,000 options issued to the
Companys current CEO and Chairman of the Board of Directors (see Note
6).

On March 27, 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 shares.

The 125,000 shares of outstanding preferred stock as of June 30, 2002
are convertible into shares of common stock. The number of shares of
common stock which may be issued in respect of the shares of preferred
stock shall be determined by dividing (i) a numerator equal to the
number of shares of Series A
12% Convertible Preferred Stock being converted multiplied by 115% of
the subscription price, (ii) a

7



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##### Table of Contents



NOTE 4  STOCKHOLDERS EQUITY(Continued)

denominator representing the per share price that is the lower of the
(a) closing price and (b) the average closing sale price for the 20
trading days immediately preceding the Series A conversion date;
provided, however, in no event shall the denominator be less than the
subscription price. All such preferred stock is non-voting stock.

The holders of Series A 12% Convertible Preferred Stock shall be
entitled to receive, out of funds legally available for that purpose,
cash dividends at the rate of $0.12 per annum, subject to voluntary
conversion. Such dividends shall accrue and be cumulative from the
issue date. Dividends shall be payable in arrears, when and as
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 of each year; provided, however, the first dividend
payment date shall not occur before the last calendar day of the first
full fiscal quarter following the issue date. Undeclared dividends in
arrears as of June 30, 2002 approximated $15,800.

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 May 22, 2002, Marshall T. Leeds, in a privately negotiated
transaction, purchased an aggregate of 5,000,000 shares of our common
stock for a total purchase price of $500,000, or $0.10 per share. Mr.
Leeds has become our largest shareholder, as well as our Chief
Executive Officer and Chairman of the Board of Directors. Richard
Parker, the Companys former Chairman and Chief Executive Officer, has
become President, Chief Operating Officer and Vice Chairman. Two of
our Board members, Mr. Parker and Harry Green, will remain on the Board
and Mr. Leeds and two of his designees, Steven C. Jacobs and Sanford B.
Cohen, round out a new five-member Board. Mr. Parker has also granted
Mr. Leeds voting control of his beneficially owned shares for a period
of time. Since March 22, 2002, Mr. Leeds had been working for the
Company in connection with its recruiting efforts and such other duties
as were assigned to him by the Board.

In connection with this transaction, on March 15, 2002 and March 28,
2002, Mr. Parker borrowed a total of $250,000 from Mr. Leeds for use by
Mr. Parker to purchase a total of 2,500,000 shares of the Companys
common stock. On May 17, 2002, Mr. Parker borrowed an additional
$100,000 from Mr. Leeds to purchase an additional 1,000,000 shares. The
total loans of $350,000 were secured by a pledge to Mr. Leeds from Mr.
Parker of the 3,500,000 shares he purchased, plus 2,500,000 other shares of common stock previously owned by Mr. Parker. The loans were
drawn from the $500,000 amount contemplated by the Stock Purchase
Agreement paid by Mr. Leeds to purchase 5,000,000 shares of the
Companys common stock. The loans provided the Company with capital
that was needed immediately in order for it to fund operations and
certain of its business obligations. At the closing of the stock
purchase discussed in the preceding paragraph, Mr. Leeds purchased the
3,500,000 shares acquired by Mr. Parker from the Company with the
$350,000 of loan proceeds, in exchange for the cancellation of Mr.
Parkers indebtedness to Mr. Leeds for the loans. Mr. Leeds also
purchased the remaining 1,500,000 shares for an additional cash payment
to the Company of $150,000, bringing his total stock purchased to
5,000,000 shares for a total price of $500,000.

8



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NOTE 5  NET CAPITAL REQUIREMENT

The Company is subject to the Securities and Exchange Commission
Uniform Net Capital rule (SEC Rule 15c3-1), which requires the
maintenance of minimum net capital and requires that the ratio of
aggregate indebtedness to net capital, both as defined, shall not
exceed 15 to 1. At June 30, 2002, the Company had net capital of
$72,630, which was $22,630 in excess of its required minimum net
capital of $50,000. The Companys aggregate indebtedness to net
capital ratio was 6 to 1 at June 30, 2002.

NOTE 6  COMMITMENTS AND CONTINGENCIES

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

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

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

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




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

The following discussion and analysis of the Companys financial condition
and results of its operations for the three and six month periods ended June
30, 2002 and 2001 should be read in conjunction with the Companys condensed
consolidated financial statements included elsewhere herein. When used in the
following discussions, the words believes, anticipates, intends,
expects, and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause results to differ materially from those projected.

Comparison of Three Months Ended June 30, 2002 and June 30, 2001

Revenues.Revenues for the three months ended June 30, 2002 were
$1,458,979, reflecting a decrease of $335,961 (or -18.7%) from $1,794,940 for
the three months ended June 30, 2001. This decrease was due to declines in the
financial markets and public investing activities, which resulted in lower
sales commissions to the Company.

Expenses.Expenses for the three months ended June 30, 2002 decreased by
$36,238 (or -1.8%) to $1,959,675 from $1,955,913 for the three months ended June
30, 2001. The reduction in expenses was largely attributable to the related
direct costs of revenues-commissions expense (the payments to the registered
representatives for their portion of the revenue). Such commission expenses
were $1,298,381 for the three months ended June 30, 2002 compared with
$1,494,665 for the three months ended June 30, 2001, and were
substantially offset by the increase in legal and professional costs
related to the transaction with Marshall T. Leeds discussed under
Item 5 of this Report.

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Net Loss.Net loss for the three months ended June 30, 2002 was
$500,696, reflecting an increase of $339,723 (or 211%) from a net loss of $160,973 during
the three months ended June 30, 2001. The increased net loss was
the result of both lower revenues as well as increased legal and
professional costs.  Net loss for the three months ended June 30, 2002 was -34.32% % of revenues,
compared to a net loss of -8.97% for the three months ended June 30, 2001. The
Companys basic loss per share was ($0.060) for the three months ended June 30,
2002, compared to a per share loss of ($0.0342) for the three months ended
June 30, 2001.

Comparison of Six Months Ended June 30, 2002 and June 30, 2001

Revenues.Revenues for the six months ended June 30, 2002 were
$3,306,981, reflecting a decrease of $267,872 (or 7.5%) from $3,574,853 for
the six months ended June 30, 2001. This decrease was due to declines in the
financial markets and public investing activities, which resulted in lower
sales commissions to the Company.

Expenses.Expenses for the six months ended June 30, 2002 increased by
$257,038 (or 6.9%) to $3,983,459 from $3,726,421 for the six months ended June
30, 2001. The increase in expenses was largely attributable to the
legal and professional costs related to the transaction with Marshall
T. Leeds discussed under Item 5 of this Report.

Net Loss.Net loss for the six months ended June 30, 2002 was
$676,478, reflecting an increase of $524,910 (or 346.3 %)
from a net loss of $151,568 during the six months ended June 30, 2001. The increased net loss was
the result of both lower revenues as well as increased legal and
professional costs.  Net loss for the six months ended June 30, 2002 was -20.46% of revenues, compared
to a net loss of 4.24% for the six months ended June 30, 2001. The Companys
basic loss per share was ($0.102) for the six months ended June 30, 2002,
compared to a per share loss of ($0.0322) for the six months ended June 30,
2001.

Liquidity and Capital Resources

Net cash used in operating activities totaled ($648,526) during the six
months ended June 30, 2002, compared to net cash used of ($248,359) for the six
months ended June 30, 2001. The increase in cash used by operating activities
is a result of the comparable decrease in net income between the two
periods.

Cash used in investing activities (capital expenditures) totaled ($5,552)
and ($4,861) during the six months ended June 30, 2002 and 2001, respectively.
Capital expenditures were primarily comprised of the Companys replacement of
office equipment.

Net cash provided by financing activities totaled $630,229 and $116,832
during the six months ended June 30, 2002 and 2001, respectively. During 2002,
financing activities consisted primarily of the private offering and sale of
5,000,000 shares of our common stock for a total purchase price of $500,000, or
$.10 per share, which sale was made as part of the transaction with Marshall T.
Leeds as discussed under Item 5 of this report.

On June 27, 2002, Mr. Leeds purchased an additional 600,000 shares of
common stock through partial exercise of his options, at a purchase price of
$.25 per share for a total consideration of $150,000.

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

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

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Inflation.Inflation has not been a major factor in the Companys
business since inception. There can be no assurances that this will continue
if and when the Company completes an acquisition or merger.




PART II- OTHER INFORMATION




Item 1. Legal Proceedings

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




Item 2. Changes in Securities and Use of Proceeds

(a)  Not applicable.

(b)  Not applicable.

(c)  See the transactions described in Item 5 below. In connection with
the issuance of securities relating to those transactions, the company relied
on the exemption provided under Section 4(2) of the Securities Act of 1933, as
amended. Each of the purchasers of securities in those transactions
represented to the Company that he is an accredited investor and that he was
purchasing the securities for investment purposes only. The securities are
restricted and bear a legend accordingly.

(d)  Not applicable.




Item 3. Defaults Upon Senior Securities

Not applicable.




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

Not applicable.




Item 5. Other Information

Change of Control Transaction

As previously disclosed and announced, on March 22, 2002, the Company,
Marshall T. Leeds, and Richard Parker (at that time, the majority shareholder,
Chairman of the Board and Chief Executive Officer of the Company) entered into
a Stock Purchase Agreement (the Purchase Agreement) pursuant to which Mr.
Leeds agreed to purchase, subject to certain conditions, 5,000,000 shares of
common stock newly issued by the Company (the Stock Sale), which purchase
would make him the majority shareholder of the Company, and to become the
Companys Chairman of the Board and Chief Executive Officer.

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



| |  |  | Mr. Leeds became the holder of a majority of the Companys
outstanding common stock, and also Chairman of the Board and Chief
Executive Officer;           
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Mr. Parker resigned as Chairman of the Board and Chief Executive
Officer, and became President, Chief
Operating Officer and Vice-Chairman of the Board; and

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

Prior to the Closing, in order to help address the Companys severe cash
flow difficulties, the parties agreed to a series of interim loan arrangements
whereby Mr. Leeds loaned an aggregate of $350,000 to Mr. Parker for use to
purchase an aggregate of 3,500,000 shares of common stock from the Company, in
anticipation of those shares subsequently being sold to Mr. Leeds at the
Closing by Mr. Parker rather than by the Company. The loans were made on March
15, March 28, and May 17, 2002 in the amounts of $100,000, $150,000, and
$100,000, respectively. Mr. Parker used the loan funds for that purpose, thus
contributing $350,000 to the Company for 3,500,000 shares of newly issued
common stock. The Closing was effected in that manner, so that Mr. Leeds
purchased an aggregate of 5,000,000 shares for a total consideration of
$500,000, but with 1,500,000 shares being issued directly by the Company for
$150,000 and 3,500,000 shares (previously issued to Mr. Parker as part of the
above interim loan arrangements) being transferred to him by Mr. Parker in
cancellation of the $350,000 of loans. Immediately after the Closing, Mr.
Leeds was deemed to own approximately 51.6% of the Companys issued and
outstanding common stock.

Also in connection with the Companys interim need for cash and assistance
with its efforts to sustain operations pending the Closing, the parties agreed
that Mr. Leeds would begin immediately to work with the Company in connection
with its broker recruitment efforts and other select strategic matters. To
reflect these arrangements, the Company entered into an employment agreement
with Mr. Leeds, to serve as Director of Recruiting, in order to reflect both
his commencement of such services as of March 22, 2002, and the grant to him of
the fully vested stock option for 7,000,000 shares (with an exercise price of
$.25 per share and other terms as previously disclosed) also as of such March
22, 2002. As part of the Closing, Mr. Leeds interim employment agreement as
Director of Recruiting was amended and restated to reflect the long-term
arrangements for his service as Chairman and Chief Executive Officer of the
Company contemplated by the Purchase Agreement. Assuming the exercise of all
of Mr. Leeds options immediately after Closing, Mr. Leeds would have been
deemed to beneficially own 71.9% of the issued and outstanding common stock.

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

In connection with the Closing, Mr. Parker and his spouse granted to Mr.
Leeds under the terms of a Shareholders Voting Agreement and Irrevocable Proxy
(Voting Agreement), sole voting control over the following shares: (i)
3,241,595 outstanding shares beneficially owned by Mr. Parker and/or his spouse
(which, together with Mr. Leeds share ownership, gave Mr. Leeds voting control
of approximately 85% of the issued and outstanding shares of common stock as of
May 22, 2002); and (ii) 1,049,170 shares issuable pursuant to stock options
held by Mr. Parker (which, together with Mr. Leeds shares, and assuming
exercise of these options and Mr. Leeds options, would give Mr. Leeds
beneficial control over approximately 91.3% of the outstanding voting shares of
the Company as of May 22, 2002).

On June 27, 2002, Mr. Leeds purchased 600,000 shares of common stock
through partial exercise of his options, at a purchase price of $.25 per share
for a total consideration of $150,000.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|       |  |                                                                                                                                  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|Number |  | Name                                                                                                                             
|       |  |                                                                                                                                  
|3.1    |  | Amended and Restated Articles of Incorporation (1)                                                                               
|3.1.1  |  | Amendment to Amended and Restated Articles of Incorporation (1)                                                                  
|3.1.2  |  | Amendment to Amended and Restated Articles of Incorporated effected March 27, 2002 (8)                                           
|3.2    |  | Amended and Restated Bylaws (2)                                                                                                  
|10.1   |  | 2000 Incentive Compensation Plan (3)                                                                                             
|10.2   |  | Stock Option Agreement between the Company and Richard Parker (4)                                                                
|10.3   |  | Stock Option Agreement between the Company and Mark F. Caulfield (4)                                                             
|10.4   |  | Employment Agreement between the Company and Richard Parker (5)                                                                  
|10.5   |  | Employment Agreement between the Company and Mark F. Caulfield (5)                                                               
|10.6   |  | Secured Demand Note Collateral Agreement between the Company and Summit Group of Companies, Inc. (6)                             
|10.7   |  | Amendment to Secured Demand Note Collateral Agreement (6)                                                                        
|10.8   |  | Employment Agreement between the Company and Michael Dujovne (7)                                                                 
|10.9   |  | Employment Agreement between the Company and Ronald Caprilla (7)                                                                 
|10.10  |  | Stock Purchase Agreement (8)                                                                                                     
|10.11  |  | Employment Agreement between the Company and Marshall T. Leeds (8)                                                               
|10.12  |  | Stock Option Agreement between the Company and Marshall T. Leeds (8)                                                             
|10.13  |  | Stock Option Agreement between the Company and Richard Parker (8)                                                                
|10.14  |  | Stock Option Agreement between the Company and Richard Parker (8)                                                                
|10.15  |  | Employment Agreement between the Company and Richard Parker*                                                                     
|10.16  |  | Amended and Restated Employment Agreement between the Company
and Marshall T. Leeds*                                             
|10.17  |  | Shareholders Voting Agreement and Irrevocable Proxy by and among the
Company, Marshall T. Leeds, Richard Parker and Joan Parker*
|10.18  |  | Commercial Lease between the Company and First America Living Trust*                                                             
|99.1   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*         



---

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

13



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##### Table of Contents



|(1) |  | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 2001, filed August 20, 2001, file no. 000-29337.                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Exhibit 3.2 filed with the Companys Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2001 was filed prematurely and subsequently not
adopted by the Board of Directors. As a result, the Amended and Restated Bylaws dated July 21, 2000 remain in effect and were re-filed with, and are incorporated by
reference to, the Companys Quarterly Report for the fiscal quarter ended September 30, 2001, on Form 10-QSB, file no. 000-29337.
|   
|(3) |  | Incorporated by reference to the Companys Proxy Statement on Schedule 14A, filed July 31, 2000, file no. 000-29337.                                                                                                                                                                                                                                                                                                                                             
|   
|(4) |  | Incorporated by reference to the Companys Information Statement on Schedule 14C, filed September 26, 2000, file no. 000-29337.                                                                                                                                                                                                                                                                                                                                  
|   
|(5) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2000 on Form 10-QSB, filed August 14, 2000 and amended August
15, 2000, file no. 000-29337.                                                                                                                                                                                                                                                                    
|   
|(6) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended June 30, 2001 on Form 10-QSB filed May 21, 2001, file no. 000-29337.                                                                                                                                                                                                                                                                                                    
|   
|(7) |  | Incorporated by reference to the Companys Annual Report for the fiscal year ended December 31, 2001 on Form 10-KSB filed April 15, 2002, file no. 000-29337.                                                                                                                                                                                                                                                                                                    
|   
|(8) |  | Incorporated by reference to the Companys Quarterly Report for the fiscal quarter ended March 31, 2002 on Form 10-QSB filed May 24, 2002, file no. 000-29337.                                                                                                                                                                                                                                                                                                   

(b) Reports on Form 8-K

On June 6, 2002, the Company filed a Current Report on Form 8-K dated May
22, 2002 to report a change in control.

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SUMMIT BROKERAGE SERVICES, INC.




SIGNATURES

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

|                      |  |                                                         
|--------------------- |  | --------------------------------------------------------
|                      |  | SUMMIT BROKERAGE SERVICES, INC.                         
|                     
|Date: August 16, 2002 |  | /s/ Marshall T. Leeds
Chairman / Chief Executive Officer
|                     
|Date: August 16, 2002 |  | /s/ Mark F. Caulfield
Chief Financial Officer           

15



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EXHIBIT INDEX

|      |  |                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------
|10.15 |  | Employment Agreement between the Company and Richard Parker                                                                     
|10.16 |  | Amended and Restated Employment Agreement between the Company
and Marshall T. Leeds                                             
|10.17 |  | Shareholders Voting Agreement and Irrevocable Proxy by and among the
Company, Marshall T. Leeds, Richard Parker and Joan Parker
|10.18 |  | Commercial Lease between the Company and First America Living Trust                                                             
|99.1  |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.