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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 10-K/A
AMENDMENT NO. 1

(Mark One)

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|(X) |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
OR

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|(  ) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to _________

Commission File No. 000-21501

COAST DENTAL SERVICES, INC.(Exact name of registrant as specified in its charter)

|                                                                                                 |  |                                               
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|FLORIDA(State or other jurisdiction of
incorporation or organization)                            |  | 59-3136131(I.R.S. Employer
Identification No.)
|                                                                                                 |  |                                               
|2502 Rocky Point Drive North, Suite 1000, Tampa, Florida(Address of principal executive offices) |  | 33607(Zip Code)                               

(813)-288-1999(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K (  ).

Documents Incorporated by Reference: None.

The aggregate market value of the voting stock held by non-affiliates of
the Registrant on April 1, 2003 was approximately $5.4 million based upon the
closing price of such shares on such date on the NASDAQ Stock Markets Small
Cap Market. As of April 1, 2003, there were 2,091,223 shares of outstanding
Common Stock.





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|                                                                                                       |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE                                                                                      
|COMPENSATION SUMMARY TABLE                                                                            
|OPTION/SAR GRANTS IN LAST FISCAL YEAR                                                                 
|AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES            
|SIGNATURES                                                                                            
|CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|EXHIBIT INDEX                                                                                         
|Ex-99.1 Diasti Certification                                                                          
|Timothy Merrick Certification                                                                         



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EXPLANATORY NOTE

This Form 10-K/A amends the Form 10-K annual report for the fiscal year
ended December 31, 2002 filed by Coast Dental Services, Inc. (the Company) on
March 31, 2003. This Form 10-K/A is being filed solely to set forth the
information required by Items 10, 11, 12 and 13 of Part III of Form 10-K
because a definitive proxy statement containing such information will not be
filed within 120 days after the end of the fiscal year covered by the Companys
original Form 10-K filing. All other portions of the Companys original Form
10-K filing remains in effect.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following table sets forth certain information concerning the Companys executive officers and directors:

|                   |  |     |    |       |  |                                                                
|------------------ |  | --- | -- | ----- |  | ---------------------------------------------------------------
|Name               |  | Age |    | Title
|                   |  |     |    |      
|Dr. Terek Diasti   |  |     | 43 |       |  | Chief Executive Officer, Chairman of the Board of Directors (1)
|Dr. Adam Diasti    |  |     | 41 |       |  | President, Dental Director and Director                        
|Thomas J. Marler   |  |     | 41 |       |  | Chief Operating Officer                                        
|Timothy G. Merrick |  |     | 40 |       |  | Vice President  Finance                                       
|Donald R. Millard  |  |     | 54 |       |  | Director (1)(2)                                                
|Geoffrey L. Faux   |  |     | 47 |       |  | Director (1)                                                   
|Peter M. Sontag    |  |     | 60 |       |  | Director (2)(3)                                                
|Richard T. Welch   |  |     | 51 |       |  | Director (2)(3)                                                
|Darrell C. Smith   |  |     | 49 |       |  | Director                                                       



---

|(1) |  | Member of Compensation Committee.
|--- |  | ---------------------------------
|   
|(2) |  | Member of Audit Committee.       
|   
|(3) |  | Member of Special Committee.     

Information regarding Inside Directors and Executive Officers:

Terek Diasti, DVM, Chief Executive Officer, Chairman of the Board of
Directors.Dr. Diasti is a founder of the Company and has served as Chairman
of the Board of the Company since 1992. Dr. Diastis term as Director expires
during the year 2003. From 1989 to 1993, Dr. Diasti operated and managed
Lakeside Animal Hospital, Avalon Animal Hospital, Country Oaks Animal Hospital
and Northdale Animal Hospital, all of which are veterinary hospitals in Tampa,
Florida. While at the veterinary hospitals, Dr. Diasti was engaged in the
development, internal managerial and operational programs. Dr. Diasti received
his Doctorate of Veterinary Medicine from Purdue University.

Adam Diasti, DDS, President, Dental Director and Director.Dr. Diasti is
a founder of the Company and has served as the President of the Company since
its inception. Dr. Diastis term as Director expires during the year 2004.
Dr. Diasti is also the founder, President, director and sole stockholder of
Coast Florida, P.A., Coast Dental Services, P.A., Coast Dental of Georgia,
P.C., Coast Dental Services of Tennessee, P.C. and Adam Diasti, D.D.S. &
Associates, P.C. (collectively, the Coast P.A.). From May 1991 to May 1992,
he managed and operated the Sarasota Walk-In Dental Clinic, a group practice of
three dentists and denture laboratory in Sarasota, Florida. Prior to May 1991,
Dr. Diasti worked as a dentist in a large group practice of 18 offices known as
Quality Dental in Newman Grove, Nebraska. He served as the Dental Operations
Manager of Quality Dental. Dr. Diasti has a Doctorate of Dental Surgery from
Creighton University in 1990 and is a member of the American Dental
Association.

Thomas J. Marler, Chief Operating Officer.Prior to joining Coast Dental
in October 2002, Mr. Marler was with Lazard Technology Partners (LTP), a
leading early-stage venture capital firm based in New York and Washington, D.C.
Mr. Marler was at LTP from June 2000 through October 2002. While at LTP, he
led or coordinated several investments and served on numerous boards of
directors. Prior to joining LTP, Mr. Marler spent four years from 1996 through
2000 as VP/GM and then President for the North Florida Region of PrimeCo
Personal Communications  a PCS startup company that has become part of Verizon
Wireless. While at PrimeCo/Verizon, he helped head the organization to launch
a completely new wireless network in North Florida, and grew the organization
from a startup to one of the regions premier wireless carriers, covering more
than 7 million pops. Prior to joining PrimeCo, Mr. Marler spent 10 years from
1984-1994 with Pacific Bell, where he held a variety of leadership positions in
operations. Mr. Marler received his BA magna cum laude from Harvard University
in 1984, and his MBA with distinction from Dartmouth College in 1996. Mr.
Marler currently serves on the Board of Directors of Metrix Networks, a leading
wireless telemetry company.

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Timothy G. Merrick, Vice President  Finance.Mr. Merrick joined the
Company in February 2002. From June 1998 to December 2001, Mr. Merrick was
with Celotex Corporation, a national manufacturer of building products, and
served as Vice President and Controller. From February 1995 to May 1998, Mr.
Merrick was with FCCI Mutual Insurance Company, a regional property and
casualty insurance company, and served as Assistant Vice President of Finance.
From 1986 to 1995, Mr. Merrick was with Price Waterhouse in its audit and
business advisory practice and served as Senior Manager. Mr. Merrick holds a
Masters of Accountancy degree from the University of South Florida and a
Bachelor of Arts in Accounting degree from the University of South Florida.
Mr. Merrick is a Certified Public Accountant.

Information regarding Outside Directors:

Donald R. Millardhas been a Director and a member of the Audit and
Compensation Committees of the Company since the Companys initial public
offering in February 1997. Mr. Millards term as Director expires during the
year 2003. Since June 2002, Mr. Millard has been the Executive Vice President
and Chief Operating Officer of AGCO Corporation (NYSE:AG), a global
manufacturer and distributor of agricultural equipment with annual revenues in
excess of $2.0 billion and was Chief Financial Officer and Senior Vice
President of AGCO Corporation from October 2000 through May 2002. From 1997 to
October 2000, Mr. Millard was the Chief Executive Officer and President of
Matria Healthcare, Inc. (NasdaqNM: MATR), a leading provider of comprehensive
obstetrical home care and maternity management services. Mr. Millard also
served as Senior Vice President of Finance, Chief Financial Officer and
Treasurer of Matria Healthcare, Inc. from 1996 to 1997. Previously, Mr.
Millard had served as Vice President  Finance and Chief Financial Officer of
Healthdyne, Inc. from 1987 until Healthdyne, Inc. consummated a merger in 1996
with Tokos Medical Corporation to form Matria Healthcare, Inc. In October
2000, Mr. Millard also became a director of American HomePatient, Inc.
(OTCBB:AHOM.OB). Mr. Millard, a Certified Public Accountant, received a
Bachelor of Business Administration in Accounting from the University of
Georgia in 1969.

Geoffrey L. Fauxwas appointed as a Director and a member of the Audit and
Compensation Committees of the Company in March 2002 and stepped down from the
Audit Committee in November 2002 when the Board of Directors was expanded to
seven members. Mr. Fauxs term as Director expires in year 2005. Since April
2001, Mr. Faux has served as Managing Director and since January 2002 as
Managing Partner of Harpeth Capital LLC, an investment banking firm. In April
2003, Harpeth Capital LLC merged with Caymus Partners LLC (an investment
banking firm) and Mr. Faux is a managing partner with this firm. During 2000,
Mr. Faux served as President of Electronic Medical Distribution, Inc., an
early-stages healthcare services company. Mr. Faux served as President of
Orthodontic Centers of America, Inc. (NYSE:OCA) from June 1997 to October 1999
and as a Director of such company from December 1996 to October 1999. From
September 1996 to June 1997, Mr. Faux served as Executive Vice President and
Chief Administrative Officer of Orthodontic Centers of America, Inc. Mr. Faux
served as Director, Investment Banking Group for Prudential Securities, Inc.
from 1992 to September 1996.

Peter M. Sontagwas appointed as a Director and a member of the Audit
Committee of Coast Dental in November 2002 and was appointed Chairman of the
Special Committee in December 2002. Mr. Sontags term as director expires in
year 2004. As Chairman and CEO of Fast Lane Travel, Inc., Mr. Sontag is under
contract and provides advisory and consultation services to the largest German
travel and transportation company based in Hanover, Germany. He is also under
contract and provides advisory and consultation services to the largest
worldwide technology company in Tokyo, Japan. Since November 1999 until
November 2001, Mr. Sontag served as Chairman of 800 Travel Systems, Inc., a
publicly traded company. Mr. Sontag served as the President of 800 Travel
Systems, Inc. from November 1999 until June 2000, at which time he began
serving as the Chief Executive Officer of 800 Travel Systems, Inc. Prior to
joining 800 Travel Systems, Inc., Mr. Sontag was Chairman of the Board of
Directors of Travel Industries, Inc. dba THOR, Inc. (THOR) from February 1997
until November 1999, a telecommunications, publishing and travel services
company specializing in supplying marketing and e-commerce services to the
travel industry. Mr. Sontag sold THOR in September 1999 to Trip.com, an
Internet travel business. In December 1986, Mr. Sontag formed USTravel, Inc.,
a travel management and distribution company. Mr. Sontag built the company
from inception through forty-nine acquisitions and mergers. When the company
was sold to a Texas based corporation in March 1994, it was one of the top
three travel agencies in the U.S. with annual consolidated sales in excess of
$2.4 billion. Since February 1994, Mr. Sontag has served as a director of
World Airways, Inc. (NasdaqSC:WLDA). Since June 1976 to the present, Mr.
Sontag has served as the President of FastLane Travel, Inc., an incentive
company that specializes in travel programs for high-net worth individuals.
From January 1995 until January 1997, Mr. Sontag provided strategic new
business consultation for Choice Hotel International, Inc., Ideon Corporation,
the Deutscher Reiseburoverband, The Franklin Mint, Creative Hotel Associates,
Inc. and Crown Marketing Group, Inc. For seven months of that time, Mr. Sontag
also served as the President of OAG Travel Services, one of the Reed Elsevier
companies. Mr. Sontag has an MBA in Finance from Columbia University.

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Richard T. Welchwas appointed as a Director and a member of the Audit
Committee of Coast Dental in November 2002 and was appointed as a member of the
Special Committee in December 2002. Mr. Welchs term as Director expires in
year 2005. Since January 2000 he has been a principal of Welch Business
Solutions, an independent consulting firm. Mr. Welch served in the positions
of Chief Financial Officer, Treasurer and Director of Vision Twenty One, a
public company, from August, 1996 to December, 1999. Mr. Welch played a key
role in Vision Twenty-Ones consolidation efforts in the eye care management
industry with over 40 acquisitions in 14 months adding $200 million in
revenues. From December 1994 to March 1996, Mr. Welch served as Executive Vice
President of Finance and Administration, and as Vice Chairman of the Board of
Directors, of Sports & Recreation, Inc., a public company engaged in the
business of retail sporting goods and equipment sales generating over $500
million in annual revenue, and from January 1992 to December 1994, he served as
its Chief Financial Officer and a Director. Mr. Welch is a certified public
accountant and graduated from Louisiana State University in 1973 with a
Bachelor of Science in Management and Accounting.

Darrell C. Smithwas appointed as a Director and member of the Audit
Committee in March 2002 and stepped down from the Audit Committee in November
2002 when the Board of Directors was expanded to seven members. Since 1991, he
has been a partner in the national law firm of Shumaker, Loop & Kendrick, LLP
and currently serves as a member of the firms national management committee
and a co-managing partner of the firms Tampa, Florida office. Mr. Smith has
been a practicing attorney for almost 20 years and serves as legal counsel for
numerous private and public companies.

Family Relationships

A family relationship exists between Terek and Adam Diasti, who are
brothers, as well as executive officers and Directors of the Company.

Involvement in Certain Legal Proceedings

Mr. Faux was President of Electronic Medical Distribution, Inc. when it
filed for protection from its creditors pursuant to Chapter 11 of the United
States Bankruptcy Code in December 2000.

Mr. Sontag was an executive officer of 800 Travel Systems, Inc. within two
years before the time filed for protection from its creditors pursuant to
Chapter 11 of the United States Bankruptcy Code in April 2002.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors, officers and stockholders of more than 10% of the
Companys Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common
Stock and any other equity securities of the Company. To the Companys
knowledge, based solely upon a review of forms, reports and certificates
furnished to the Company by such persons, all such reports were filed on a
timely basis.

Item 11. EXECUTIVE COMPENSATION

Compensation to Directors

The Company pays each director who is not an employee of the Company
(Outside Director) $2,000 for each Board of Directors meeting attended, plus
reimbursement for all reasonable expenses incurred by such director in
connection with such attendance at any meeting of the Board of Directors.
Directors who are also employees of the Company receive no additional
compensation for their services as Directors.

A Special Committee of independent directors of the Board of Directors was
formed on December 19, 2002 to evaluate the self-tender offer proposal, which
is more fully described in the 2002 Annual Report on Form 10-K. Messrs. Sontag
and Welch were appointed to the Special Committee and the Board of Directors
approved committee member fees of $45,000 to each member to be paid in three
monthly installments commencing in January 2003.

On March 19, 2002, the Company also granted options to purchase 20,000
shares of Common Stock each to Messrs. Faux, Millard and Smith, one third of
which vested on March 19, 2003, one third of which vest on March 19, 2004 and
one third of which vest on March 19, 2005, and all of which are exercisable at
the fair market value on the date of grant of $2.93.

On November 18, 2002, the Company also granted options to purchase 20,000
shares of Common Stock each to Messrs. Sontag and Welch, one third of which
will vest on November 18, 2003, one third of which vest on November 18, 2004

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and one third of which vest on November 18, 2005, and all of which are
exercisable at the fair market value on the date of grant of $2.95.

Executive Compensation Tables

The following tables provide information about executive compensation.




COMPENSATION SUMMARY TABLE

The following table sets forth the annual and long-term compensation for
services to the Company for the years ended December 31, 2000, 2001 and 2002 of
those persons who were, at December 31, 2002, (i) the Chief Executive Officer
of the Company and (ii) the other four most highly compensated executive
officers of the Company whose compensation exceeded $100,000 for fiscal year
2002 (the Named Executive Officers).

|                                           |  |                     |      |                     |  |              |         |               |  |              |   |            |  |            |        |     |  |   |        |    
|------------------------------------------ |  | ------------------- | ---- | ------------------- |  | ------------ | ------- | ------------- |  | ------------ | - | ---------- |  | ---------- | ------ | --- |  | - | ------ | ---
|                                           |  |                     |      |                     |  |              |         |               |  |              |   |            |  | Long-Term  |        |     |  |  
|                                           |  | Annual Compensation |      | Compensation Awards |  |              |         |              
|                                           |  |                     |      |                     |  |              |         |              
|                                           |  |                     |      |                     |  |              |         |               |  |              |   |            |  | Securities |        |     |  |  
|                                           |  |                     |      |                     |  |              |         |               |  | Other Annual |   | Underlying |  | All Other 
|Name and Principal Position                |  | Year                |      | Salary              |  | Compensation |         | Stock Options |  | Compensation
|                                           |  |                     |      |                     |  |              |         |               |  |             
|Terek Diasti, Chief Executive Officer      |  |                     | 2000 |                     |  | $            | 209,000 |               |  |              |  |            |  |            | 10,000 | (1) |  | $ | 40,449 |    
|                                           |  |                     | 2001 |                     |  | $            | 226,923 |               |  |              |  |            |  |            |       |     |  | $ | 22,095 | (2)
|                                           |  |                     | 2002 |                     |  | $            | 273,077 |               |  |              |  |            |  |            |       |     |  | $ | 18,410 | (3)
|Adam Diasti, President                     |  |                     | 2000 |                     |  | $            | 172,000 |               |  |              |  |            |  |            | 10,000 | (1) |  | $ | 52,978 |    
|                                           |  |                     | 2001 |                     |  | $            | 189,808 |               |  |              |  |            |  |            |       |     |  | $ | 25,440 | (2)
|                                           |  |                     | 2002 |                     |  | $            | 219,231 |               |  |              |  |            |  |            |       |     |  | $ | 15,658 | (3)
|Timothy G. Merrick, Vice
President-Finance |  |                     | 2002 |                     |  | $            | 129,077 |               |  |              |  |            |  |            | 10,000 |     |  |   |       |    



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|(1) |  | All references to number of shares have been adjusted to reflect the
3-for-1 reverse stock split effective July 17, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes $14,800 and $13,500, which represents the dollar value of the
benefit of premiums paid by the Company under split dollar life insurance
arrangements for Dr. Terek Diasti and Dr. Adam Diasti, respectively, based
on the amount of the premium attributable to the term insurance portion of
the policies, and $7,295 and $11,940, which represents the present value
to Dr. Terek Diasti and Dr. Adam Diasti, respectively, of premiums paid by
the Company under such arrangements based on the amount of the premium
attributable to the whole life insurance portion of the policies. The
present value was calculated as an interest free loan of the whole life
portion of the premium based on their respective life expectancies.
|   
|(3) |  | No premiums were paid by the Company in 2002 on the split dollar life
insurance arrangements. Amounts for 2002 represent the imputed dollar
value of the benefit of premiums due under split dollar life insurance
arrangements for Dr. Terek Diasti and Dr. Adam Diasti, respectively, based
on the amount of the premiums attributable to the term insurance portion
of the policies.                                                                                                                                                                                                                                                                                                                                                            

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following tables provides information as to options awarded to each of
the Named Executive Officers of the Company during 2002. All such options were
awarded under the 1995 Stock Option Plan.

|                   |  |                    |        |                     |  |                  |   |                 |  |                     |      |                           |  |  |            |  |  |                      |  |  |  |   |        |   |  |   |        |  
|------------------ |  | ------------------ | ------ | ------------------- |  | ---------------- | - | --------------- |  | ------------------- | ---- | ------------------------- |  |  | ---------- |  |  | -------------------- |  |  |  | - | ------ | - |  | - | ------ | -
|                   |  | Number of          |        | Percent of Total    |  |                  |   |                 |  |                     |      |                           |  |  |            |  |  | Potential Realizable
|                   |  | Securities         |        | Options Granted to  |  | Exercise or Base |   |                 |  |                     |      | Value at Assumed Rates if
|                   |  | Underlying Options |        | Employees in Fiscal |  | Price            |   |                 |  |                     |      | Stock Price Appreciation 
|Name               |  | Granted            |        | Year                |  | ($ Per Share)    |   | Expiration Date |  | for Option Term (1)
|                   |  |                    |        |                     |  |                  |   |                 |  |                    
|                   |  |                    |        |                     |  |                  |   |                 |  |                     |      |                           |  |  |            |  |  |                      |  |  |  |   | 5      | % |  |   | 10     | %
|Terek Diasti       |  |                    |       |                     |  |                  |  |                 |  |                     |     |                           |  |  |           |  |  |                      |  |  |  |   |       |   |  |   |       |  
|Adam Diasti        |  |                    |       |                     |  |                  |  |                 |  |                     |     |                           |  |  |           |  |  |                      |  |  |  |   |       |   |  |   |       |  
|Timothy G. Merrick |  |                    | 10,000 |                     |  |                  | 5 | %               |  | $                   | 2.39 |                           |  |  | 02/11/2012 |  |  |                      |  |  |  | $ | 15,031 |   |  | $ | 38,090 |  



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|(1) |  | Potential realizable value is based on the assumption that the Common Stock
appreciates at the annual rate shown (compounded annually) from the date of
grant until the expiration of the option term. These numbers are calculated
based on the requirements of the SEC and do not reflect the Companys estimate
of future price growth.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

The following table provides information as to options exercised by each
of the Named Executive Officers of the Company during 2002. The table sets
forth the value of options held by such officers at year-end measured in terms
of the closing price of the Companys Common Stock on December 31, 2002.

|                   |  |                    |   |                |  |             |   |               |  |                                 |       |                         |  |  |        |  |  |   |   |  |  |   |       | 
|------------------ |  | ------------------ | - | -------------- |  | ----------- | - | ------------- |  | ------------------------------- | ----- | ----------------------- |  |  | ------ |  |  | - | - |  |  | - | ----- | 
|                   |  |                    |   |                |  |             |   |               |  | Number of Securities Underlying |       | Value of Unexercised   
|                   |  |                    |   |                |  |             |   |               |  | Unexercised Options at          |       | In-the-Money Options at
|                   |  |                    |   |                |  |             |   |               |  | Fiscal Year End                 |       | Fiscal Year End        
|                   |  | Shares Acquired on |   |                |  |             |   |               |  |                                
|Name               |  | Exercise           |   | Value Realized |  | Exercisable |   | Unexercisable |  | Exercisable                     |       | Unexercisable          
|                   |  |                    |   |                |  |             |   |               |  |                                 |       |                        
|Terek Diasti       |  |                    | 0 |                |  | $           | 0 |               |  |                                 | 6,667 |                         |  |  | 3,333  |  |  | $ | 0 |  |  | $ | 0     | 
|Adam Diasti        |  |                    | 0 |                |  | $           | 0 |               |  |                                 | 6,667 |                         |  |  | 3,333  |  |  | $ | 0 |  |  | $ | 0     | 
|Timothy G. Merrick |  |                    | 0 |                |  | $           | 0 |               |  |                                 | 0     |                         |  |  | 10,000 |  |  | $ | 0 |  |  | $ | 2,400 | 

Employment Agreements

The Company and Dr. Terek Diasti are parties to an Employment Agreement
(the Terek Diasti Employment Agreement), pursuant to which Dr. Terek Diasti
has agreed to serve as the Chief Executive Officer of the Company. The term of
the Terek Diasti Employment Agreement is for five years ending September 31,
2001 and is renewable for subsequent one year terms by mutual agreement of the
parties. The Terek Diasti Employment Agreement provides that Dr. Terek Diasti
will receive an annual base salary of not less than $135,000. Effective July
1, 2002, the Compensation Committee provided that Dr. Diasti would receive an
annual base salary of $300,000. Dr. Terek Diasti has agreed to devote
substantially all of his time and attention to the business and affairs of the
Company. Dr. Terek Diasti will be eligible for an annual incentive bonus, up
to 100% of his annual base salary, in an amount to be determined by the
Compensation Committee of the Board of Directors in accordance with the Company
achieving certain performance measures set by the Compensation Committee. Dr.
Terek Diasti is also eligible for inclusion in any health, medical, disability,
insurance or pension plan made available by the Company to its employees, a
portion of which will be at the Companys expense. The Terek Diasti Employment
Agreement provides that in the event of a termination of employment by the
Company other than (i) for cause, (ii) upon death or disability or (iii) upon
voluntary termination by employee, such employee shall be entitled to receive
from the Company a series of monthly payments equal to one-twelfth of the
employees annual base salary for each month during the remaining term of the
Terek Diasti Employment Agreement, but not less than 24 months, plus a payment
for accrued but unpaid wages and expense reimbursements. The Terek Diasti
Employment Agreement provides that in the event such employees employment
terminates other than for cause within twelve months following a change in
control (as defined in the Terek Diasti Employment

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Agreement) of the Company, the Company shall pay such employee a series of 36
monthly payments of one-twelfth of the sum of such employees base salary plus
his previous years bonus. The Terek Diasti Employment Agreement contains a
non-competition covenant with the Company for a period of two years following
termination of employment.

The Company and Dr. Adam Diasti are parties to an Employment Agreement
(the Adam Diasti Employment Agreement), pursuant to which he has agreed to
serve as the President of the Company. The term of the Adam Diasti Employment
Agreement is for five years ending September 31, 2001 and is renewable for
subsequent one year terms by mutual agreement of the parties. The Adam Diasti
Employment Agreement provides that Dr. Adam Diasti will receive an annual base
salary of not less than $115,000. Effective July 1, 2002, the Compensation
Committee provided that Dr. Diasti would receive an annual base salary of
$230,000. Dr. Adam Diasti has agreed to devote substantially all of his time
and attention to the business and affairs of the Company. Dr. Adam Diasti will
be eligible for an annual incentive bonus, up to 100% of his annual base
salary, in an amount to be determined by the Compensation Committee of the
Board of Directors in accordance with the Company achieving certain performance
measures set by the Compensation Committee. Dr. Adam Diasti is also eligible
for inclusion in any health, medical, disability, insurance or pension plan
made available by the Company to its employees, a portion of which will be at
the Companys expense. The Adam Diasti Employment Agreement provides that in
the event of a termination of employment by the Company other than (i) for
cause, (ii) upon death or disability or (iii) upon voluntary termination by
employee, such employee shall be entitled to receive from the Company a series
of monthly payments equal to one-twelfth of the employees annual base salary
for each month during the remaining term of the Adam Diasti Employment
Agreement, but not less than 24 months, plus a payment for accrued but unpaid
wages and expense reimbursements. The Adam Diasti Employment Agreement provides
that in the event such employees employment terminates other than for cause
within twelve months following a change in control (as defined in the Adam
Diasti Employment Agreement) of the Company, the Company shall pay such
employee a series of 36 monthly payments of one-twelfth of the sum of such
employees base salary plus his previous years bonus. The Adam Diasti
Employment Agreement contains a non-competition covenant with the Company for a
period of two years following termination of employment.

The Company and Timothy Merrick are parties to an Employment Agreement
(the Merrick Employment Agreement), pursuant to which Mr. Merrick has agreed
to serve as Vice President  Finance of the Company. The term of the Merrick
Employment Agreement is for two years ending on February 11, 2004, and is
renewable for subsequent one year terms by mutual agreement of the parties.
The Merrick Employment Agreement provides that Mr. Merrick will devote his full
time to the business and affairs of the Company and will receive an annual base
salary of not less than $150,000. Effective September 1, 2002, the
Compensation Committee provided that Mr. Merrick will receive an annual base
salary of not less than $157,000. Mr. Merrick is also eligible for inclusion
in any health, medical, disability, insurance or pension plan made available by
the Company to its employees, a portion of which will be at the Companys
expense. The Merrick Employment Agreement terminates automatically upon death
or disability of Mr. Merrick and is terminable by the Company for cause as
defined in the Employment Agreement. The Merrick Employment Agreement contains
a non-competition covenant with the Company for a period of eighteen months
following termination of employment.

7



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##### Table of Contents



Item 12. SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following sets forth, as of April 1, 2003, information as to the
beneficial ownership of the Companys Common Stock by (i) each person known to
the Company as having beneficial ownership of more than 5% of the Companys
Common Stock, (ii) each person serving the Company as Director on such date and
each nominee for Director, (iii) each person serving the Company as executive
officer on such date who qualifies as a named executive officer as defined in
Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934 and
(iv) all of the Directors and executive officers of the Company as a group.

|                                             |                                                   |       |                   |           |            |  |      |      |  
|-------------------------------------------- | ------------------------------------------------- | ----- | ----------------- | --------- | ---------- |  | ---- | ---- | -
|                                             |                                                   |       | Amount and Nature |           |            |  |     
|                                             |                                                   |       | of Shares         |           |            |  |     
|                                             |                                                   |       | Beneficially      |           | Percent of
|Stockholders(1)                              |                                                   | Owned |                   | Class (2)
|                                             |                                                   |       |                   |          
|Diasti Nevada Family Limited Partnership (3) |                                                   |       | 1,066,800         |           |            |  | 51.0 | %   
|Terek Diasti (3)                             |                                                   |       | 1,076,800         |           |            |  | 51.5 | %   
|Adam Diasti (3)                              |                                                   |       | 1,076,800         |           |            |  | 51.5 | %   
|Tim Diasti (3)                               |                                                   |       | 1,066,800         |           |            |  | 51.0 | %   
|Dimensional Fund Advisors, Inc. (4)          |                                                   |       | 170,928           |           |            |  | 8.2  | %   
|Timothy G. Merrick (5)                       |                                                   |       | 3,333             |           |            |  | *    |     
|Donald R. Millard (6)                        |                                                   |       | 14,668            |           |            |  | *    |     
|Geoffery L. Faux (7)                         |                                                   |       | 6,667             |           |            |  | *    |     
|Peter M. Sontag                              |                                                   |       | 0                 |           |            |  | *    |     
|Richard T. Welch                             |                                                   |       | 0                 |           |            |  | *    |     
|Darrell C. Smith (7)                         |                                                   |       | 6,667             |           |            |  | *    |     
|                                             |                                                   |       |                   |           |            |  |      |     
|                                             | All directors and officers as a group (8) persons |       |                   | 1,118,135 |            |  |      | 53.5 | %



---

|*   |  | Less than one percent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Unless otherwise indicated, the address of each of the beneficial owners
identified is 2502 North Rocky Point Drive, Suite 1000, Tampa, Florida
33607.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) |  | Based on 2,091,223 shares of Common Stock outstanding. Pursuant to the
rules of the Securities Exchange Commission, certain shares of Common
Stock which a person has the right to acquire within 60 days of the date
hereof pursuant to the exercise of stock options are deemed to be
outstanding for the purpose of computing the percentage ownership of such
person but are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.                                                                                                                                                                                                                                
|   
|(3) |  | Shares are owned by the Diasti Nevada Family Limited Partnership, 639
Isbell Road, Suite 390, Reno Nevada 89509, in which Dr. Terek Diasti, Dr.
Adam Diasti and Tim Diasti exercise equal investment and voting powers as
equal stockholders of the corporate general partner. For Dr. Terek Diasti
and Dr. Adam Diasti, includes 10,000 shares issuable upon the exercise of
stock options granted to each of them pursuant to the Companys 1995 Stock
Option Plan, which have vested and are fully exercisable. Excludes
148,325 shares issuable upon the exercise of stock options held by the
Coast P.A. for the benefit of the Coast P.A. professionals. Dr. Adam
Diasti is the sole owner of the Coast P.A.
|   
|(4) |  | Based soley on information provided in Schedule 13 G filed by Dimensional
Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401,
on February 12, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) |  | Consists of 3,333 shares of Common Stock issuable upon exercise of
options that are currently exerciseable or exerciseable within 60 days of
April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(6) |  | Consists of 14,668 shares of Common Stock issuable upon exercise of
options that are currently exerciseable or exerciseable within 60 days of
April 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(7) |  | Consists of 6,667 shares of Common Stock issuable upon exercise of options
that are currently exerciseable or exerciseable within 60 days of April 1,
2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

8



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##### Table of Contents



Item 13. CERTAIN TRANSACTIONS

The information set forth herein briefly describes certain relationships
and related transactions since the beginning of the Companys last fiscal year
between the Company and its Directors, officers and stockholders owning 5% or
more of the Companys Common Stock. These relationships and transactions have
been and will continue to be reviewed and approved by a majority of the
Companys independent Directors of the Audit Committee.

Agreement with Coast P.A.

The Company receives fees for services and support provided to Coast P.A.
under the Services and Support Agreements, but does not employ dentists or
hygienists or control the dental practices of Coast P.A. The Companys net
revenue is dependent on gross patient revenue generated by Coast P.A. and,
therefore, effective and continued performance of Coast P.A. and its dentists
and hygienists during the terms of the Services and Support Agreements is
essential to the Companys long term success.

The Company has 40-year evergreen dental services agreements (Service and
Support Agreements) with each entity comprising Coast P.A. whereby the Company
receives fees for services and support provided to Coast P.A. Net revenue
represents the aggregate fees charged to the Coast P.A. under the agreements
during the year. Gross patient revenue earned by Coast P.A. at its dental
practices is at established rates, net of refunds, adjustments and discounts.
The costs incurred by Coast P.A. include primarily dentist and hygienist
salaries and benefits. The service and support fee arrangements have been
agreed to between the principal and sole owner of Coast P.A., Adam Diasti,
D.D.S., (who is a Director, President and a majority stockholder of the
Company), and the Chairman of the Board and Chief Executive Officer of the
Company, Terek Diasti. The service and support fee agreements and any
amendments thereto are approved by the Audit Committee, which is comprised of
independent directors. The factors considered in setting those fees include the
Companys evaluation of the services it provides, the costs incurred by the
Company in connection with providing the services and the Companys negotiated
return, balanced against Coast P.A.s requirement for a retained amount which
ensures its financial viability, contemplation of a long-term relationship with
the Company and the future business opportunity related thereto.

Only the service fees earned by the Company for its services and support
to Coast P.A. and the actual expenses of the Company are reflected in the
financial statements of the Company. Neither the expenses of Coast P.A. nor any
of the patient gross revenues earned by Coast P.A. are reflected in the
financial statements of the Company.

The service and support fee is based on an agreed-upon percentage of the
gross patient revenues of Coast P.A. (net of refunds, discounts, and
adjustments and inclusive of capitation revenues). Effective February 1, 1999,
the service and support fee became 73% of Dental Center gross revenues and
effective January 1, 2000, the service and support fee became 67% of Dental
Center gross revenues, with an allowable range of 66% to 72%. The percentage
has remained unchanged in 2001 and through May 31, 2002.

Effective June 1, 2002, the Company and Coast P.A. amended the Services
and Support Agreement to change the methodology for determining the monthly
services and support fee earned by the Company and to provide for Coast P.A. to
grant the Company a secured interest in Coast P.A.s trade accounts receivable
for payment of services and support fees. This amendment incorporates the
financial performance of each Dental Center in the determination of the
services and support fee earned by the Company. The Audit Committee of the
Board of Directors approved the amendment to the Services and Support
Agreement.

Effective June 1, 2002, the Services and Support fee earned by the Company
for each Dental Center is based on a combination of the actual costs of
services provided and the financial performance of the Dental Centers. As
compensation for its services and support of the Dental Centers, the Company
earns a two-part monthly services and support fee based on: 1) the actual
direct and indirect expenses incurred in providing the services and support to
the Dental Centers (including employee costs, supplies, advertising, occupancy
and Dental Center administrative costs); and 2) the financial performance of
the Dental Centers. The performance-based portion of the fee is set at 90% of
the excess of net dental services revenue over direct and indirect Dental
Center operating expenses. Effective October 1, 2002, the Company and Coast
P.A. amended the Services and Support Agreement to calculate the
performance-based portion of the service and support fee on the aggregate
financial performance of all Dental Centers and not on the stand-alone
financial performance of each Dental Center. The Audit Committee of the Board
of Directors approved this amendment to the Services and Support Agreement.

9



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Agreement with Dr. Adam Diasti

The Company has an agreement with Adam Diasti, D.D.S., pursuant to which
Dr. Diasti has agreed to sell all of his shares of Coast P.A. stock to a
licensed dentist designated by the Company if certain events occur. Dr. Diasti
is a Director and President and a majority stockholder of the Company. The
purchase price under the agreement, if the certain event should occur, will be
the fair market value of Dr. Diastis shares of the Coast P.A.s stock. The
Company has no financial interest in Coast P.A., nor would it benefit
financially from any sale of the Coast P. A. stock.

Note and Accounts Receivable from Coast P.A.

As of December 31, 2002, the balance of the management fee receivable from
Coast P.A. was approximately $17.4 million. This amount is directly
attributable to service and support fees earned. Also, the Company, from
time-to-time, has advanced funds under the Services and Support Agreements to
Coast P.A. for operations, or when Coast P.A. was acquiring dental practices,
advanced funds for acquisitions of existing dental practices. A portion of the
management fee receivable is unsecured and represents a concentration of credit
risk and exposes the Company to risk of loss for these amounts should Coast
P.A. be unable to pay its debts. This receivable is considered fully
collectible and no bad debt allowance has been provided.

The Company periodically advances funds to/from Coast P.A. These advances
to and from Coast P.A. were approximately $0.2 million at both December 31,
2002 and December 31, 2001. These notes receivable are non-interest bearing and
are due upon demand.

Affiliate Stock Option Plan and Stock Option Receivable from Coast P.A.

Pursuant to the Companys Affiliated Professionals Stock Plan, the fair
value of the Companys stock options granted to affiliated dental professionals
employed by Coast P.A. are charged to Coast P.A. and reimbursed to the Company.
Upon the departure or termination of a dental professional from Coast P.A., any
options previously granted that are forfeited by the dental professional
pursuant to the terms of the affiliated professional benefit plan, revert to
Coast P.A. for reissuance to new dental professionals. As a result of such
forfeitures, Coast P.A. currently holds options to purchase 148,658 shares of
the Companys common stock at exercise prices ranging from $2.45 per share to
$76.13 per share. At December 31, 2002 and 2001, the Company has recorded a
stock option receivable from Coast P.A. as a reduction of stockholders equity
in the amount of $2.5 million and $2.4 million, respectively for amounts due
for the stock option grants to the Affiliated Professionals Stock Plan. This
stock option receivable represents the fair value of the options issued to the
dental professionals employed by Coast P.A. and is reimbursable to the Company
from Coast P.A.

Dentist Equity Model

During the third quarter of 2001, Coast P.A., with the assistance of the
Company, began the rollout of the newly developed Dentist Equity Model,
whereby a dentist has the opportunity to acquire a 25% to 50% ownership
interest in a Dental Center and participate in the potential profits of that
Dental Center. These transactions are structured as a sale of intangible
and/or tangible assets of each Dental Center. Coast P.A. sells a portion of
its intangible Dental Center assets to the dentist acquiring the interest.
Coast P.A. and the dentist then contribute their respective tangible and
intangible assets to a newly formed professional association. The Equity
Doctor Dental Centers continue to operate under the existing Services and
Support Agreement with the Company.

The Company and Coast P.A. consummated the sale of interests in Dental
Centers in accordance with the terms of the Equity Model as follows: ten (10)
in 2001 and six (6) in 2002. In fourth quarter 2002, the Company and Coast
P.A. divested one Dental Center and sold the business and remaining assets to
the owner-dentist. In addition, in fourth quarter 2002, the Company, Coast
P.A. and four owner-dentists dissolved four of the Equity Model Dental Centers
and the dentists remained in the practice and became employees of Coast P.A.

Supply Agreement

The Company entered into a Supply Agreement dated September 27, 2000 with
edentaldirect.com, Inc. Tim Diasti, a majority stockholder of the Company, is
an officer, director and shareholder of edentaldirect.com, Inc. and brother of
Terek and Adam Diasti. The Companys executive officers and directors, Terek
Diasti and Adam Diasti, and its directors, Donald R. Millard and Darrell C.
Smith are also shareholders of edentaldirect.com, Inc. Under the Supply
Agreement, the Company
purchases dental products and supplies from edentaldirect.com, Inc.
During 2002, 2001 and 2000, the Company paid

10



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##### Table of Contents



edentaldirect.com, Inc.
approximately $4,034,000, $1,380,000 and $89,000, respectively, for dental
products and supplies, which represents approximately 69%, 35% and 3% of the
Companys total supply purchases for such periods. At December 31, 2002 and
2001 the Company owed edentaldirect.com approximately $212,000 and $420,000 for
the purchase of dental products and supplies. In 2002, the Company began
purchasing Celara brand denture systems from edentaldirect.com that are
produced by Dentovations, Inc, which is 50% owned by the Diasti Family Limited
Partnership (a related party). The Companys purchases of Celara denture
systems totaled $22,000 through December 31, 2002.

Dental Lab Products

In third quarter 2002, the Company began purchasing a portion of its
dental lab products from Summit Dental, Inc. d/b/a Global Prosthetic Services
(Summit). Summit is 51% owned by the sister and brother-in-law of Terek and
Adam Diasti. Terek and Adam Diasti are directors of Summit. Terek Diasti has
personally guaranteed the real property lease for the space used by Summit to
conduct its operations. Through December 31, 2002, payments by the Company to
Summit totaled $214,000.

Patient Financing-Brokerage Fees

Coast P.A. offers private label credit card financing to its patients
through a national bank. eHealthCredit.com, Inc. (eHealth) markets the
credit card program and is paid a brokerage fee by the Company. The Diasti
Family Limited Partnership (an affiliate of the Company) and Darrell C. Smith
(a director of the Company) own 90% and 5%, respectively, of eHealth. The
Company paid eHealth brokerage fees of approximately $85,000 for the period
from January 2002 to July 2002 in connection with the credit card program. In
addition, in third quarter 2002, the Company paid eHealth a $15,000 penalty
(the maximum quarterly penalty) as patient financing volume in the second
quarter 2002 was below certain specified target levels. Brokerage fees due to
eHealth as of December 31, 2002 were approximately $137,000 and total brokerage
fees earned by eHealth in fiscal year 2002 were approximately $222,000.
Further, the Company has entered into a guaranty with the bank pursuant to
which it has agreed to guarantee and become a surety for eHealths obligations
under the credit card program. eHealths obligations to the bank would be for
the unamortized cost of credit card approval machines, if any, should Coast
P.A. return any machines to the bank within the period of the agreement. At
inception of the program, eHealths maximum obligation was $69,000. Further,
although the credit card program brokerage fee received by eHealth was
previously required to be split between eHealth and Adenta Patient Financing,
LLC (Adenta), a company owned in part by Diasti Holdings, LLC (also an
affiliate of the Company), both Adenta and Diasti Holdings, LLC are in
dissolution. No fees have been paid by either the Company or Coast P.A. to
Adenta or Diasti Holdings, LLC. Adenta was an additional named insured on the
Companys property and casualty insurance policies through third quarter 2002.
Estimated annual premiums for inclusion on Adenta on these insurance policies
was $2,100.

Split-Dollar Life Insurance Arrangement

In February 1998, the Company entered into split-dollar life insurance
arrangements with executive officers and directors Terek Diasti and Adam
Diasti. Pursuant to the terms of the agreements, the Company lends the money to
pay the annual premiums and has received collateral assignments of the life
insurance policies to secure repayment of the loans. Upon the death of the
covered person the Company is entitled to receive repayment of the loans from
the life insurance proceeds. In 2001, the Company loaned $56,000 and $87,000 to
Terek Diasti and Adam Diasti, respectively, for the premiums on the life
insurance policies. There were no loans in 2002. The Company has the ability
to unilaterally cancel the policies on 30 days notice and receive the lesser of
the cash surrender value or the amounts loaned. The total of these non-interest
bearing receivables at December 31, 2002 and 2001 is $1,020,000 and $1,777,000,
respectively, net of valuation allowances on the underlying investments of the
split dollar life insurance policies totaling $882,000 and $505,000.

Loans to Majority Stockholders

Through June 30, 2002, the Company periodically advanced funds to/from the
majority stockholders. Advances to the majority stockholders, and affiliates of
majority stockholders were approximately $182,000 and $163,000 at December 31,
2002 and 2001, respectively.

Investment Banking Services and Business Advisory Services

A director of the Company, Geoffrey L. Faux, is a partner in the
investment-banking firm of Harpeth Capital, LLC. This investment banking firm,
now known as Caymus Partners LLC, assisted the Company in securing its
financing with CapitalSource and was paid fees of $40,000 in first quarter 2003
for these services. In addition, during 2002, Mr. Faux
received $3,000 for business advisory services provided to the Company.

11



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##### Table of Contents



Legal Services

Darrell C. Smith, a partner in the law firm of Shumaker, Loop & Kendrick,
LLP, became a director of the Company in 2002. This firm has served as general
counsel to the Company for several years. In 2002, the Company paid the law
firm fees for services rendered.

Loans

The Company entered into a credit agreement with the Diasti Family Limited
Partnership in February 2003 for the Diasti Family Limited Partnership to loan
the Company up to $3,400,000 at an annual interest rate of 5.00% to finance a
buyback of the Companys common stock, as more fully disclosed in the 2002
Annual Report on Form 10-K.. The loan is due five years from the date the
funds are borrowed. Subject to the approval of the Companys senior lender,
CapitalSource, the loan is secured by a second priority lien on all of the
Companys assets. The Company, under this loan, as of April 30, 2003 has not
borrowed any funds under this loan agreement.

Upon the successful completion of a buyback of substantially all of the
Companys outstanding common stock and drawing on the $2 million Capital Source
term loan, the Diasti Family Limited Partnership and Coast P.A. will guarantee
certain indebtedness of the Company under the $4 million credit facility with
CapitalSource. The Company has not drawn on the $2 million CapitalSource term
loan as of April 30, 2003.

Under terms of the commitment letter from CapitalSource, the Company
agreed to reimburse the lender for certain costs and expenses. The Diasti
Family Limited Partnership paid a $50,000 deposit toward such costs in December
2002. After the loan facility was closed, the Company reimbursed the Diasti
Family Limited Partnership the $50,000 in January 2003.

Item 14. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report on Form 10-K/A, we carried
out an evaluation (the Evaluation), under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (Disclosure Controls). Based on the Evaluation, our
principal executive officer and principal financial officer concluded that,
subject to the limitations noted below, our Disclosure Controls are effective
in timely alerting them to material information required to be included in our
periodic Securities and Exchange Commission reports.

Certifications

Appearing immediately following the Signatures section of this report
there are Certifications of the principal executive officer and the principal
financial officer. The Certifications are required in accordance with Section
302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This
Item of this report, which you are currently reading is the information
concerning the Evaluation referred to in the Section 302 Certifications and
this information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.

12



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Tampa,
State of Florida on April 30, 2003.

|    |  |                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------
|By: |  | /s/ TEREK DIASTI, DVMTEREK DIASTI, DVMChief Executive Officer, Chairman of the Board
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the date indicated:

|    |  |                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------
|By: |  | /s/ TEREK DIASTI, DVMTEREK DIASTI, DVMChief Executive Officer, Chairman of the Board
(Principal Executive Officer)
|   
|By: |  | *ADAM DIASTI, DDSPresident and Director                                                                           
|   
|By: |  | /s/ TIMOTHY G. MERRICKTIMOTHY G. MERRICKVice President  Finance
(Principal Financial and Accounting Officer)     
|   
|By: |  | *DONALD R. MILLARDDirector                                                                                        
|   
|By: |  | *GEOFFREY L. FAUXDirector                                                                                         
|   
|By: |  | *PETER M. SONTAGDirector                                                                                          
|   
|By: |  | *RICHARD T. WELCHDirector                                                                                         
|   
|By: |  | *DARRELL C. SMITHDirector                                                                                         
|   
|   

April 30, 2003

*     By
Terek Diasti, DVM, as attorney in fact pursuant to the power of
attorney contained in the Form 10-K filed on March 31, 2003.

13



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##### Table of Contents






CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Terek Diasti, certify that:



|1. |  | I have reviewed this first amendment to the annual report on Form
10-K/A of Coast Dental Services, Inc.;                                                                                                                                                                                                                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                 
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                                       



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



| | a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



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

|                      |  |                                                                                    
|--------------------- |  | -----------------------------------------------------------------------------------
|Dated: April 30, 2003 |  | /s/  Terek DiastiTerek Diasti
Chief Executive Officer
(Principal Executive Officer)

14



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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Timothy G. Merrick, certify that:



|1. |  | I have reviewed this first amendment to the annual report on Form
10-K/A of Coast Dental Services, Inc.;                                                                                                                                                                                                                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                               



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                 
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                                       



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



| | d) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | e) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



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

|                      |  |     |  |                                                                                                                
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------
|Dated: April 30, 2003 |  | By: |  | /s/  Timothy G. MerrickTimothy G. Merrick
Vice President - Finance
(Principal Financial and Accounting Officer)

15



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  |                                                                                                |  |  |  | 
|Number  |  | Exhibit Description                                                                            |  |  |  | 
|        |  |                                                                                                |  |  |  | 
|99.1    |  | Certification of Terek Diasti pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      
|        |  |                                                                                               
|99.2    |  | Certification of Timothy G. Merrick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

16