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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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, 2001                                             
|           |  |                                                                                         
|           |  | 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)

|                                                         |  |                    
|-------------------------------------------------------- |  | -------------------
|DELAWARE                                                 |  | 59-3136131         
|(State or other jurisdiction of                          |  | (I.R.S. Employer   
|incorporation or organization)                           |  | Identification No.)
|                                                         |  |                    
|2502 Rocky Point Drive North, Suite 1000, Tampa, Florida |  | 33607              
|(Address of principal executive offices)                 |  | (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 March 1, 2002, was approximately $2.9 million based upon the
closing price of such shares on such date on the NASDAQ Stock Markets Small
Cap Market. As of March 1, 2002, 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                                                                                



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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, 2001 filed by Coast Dental Services, Inc. (the Company) on
April 1, 2002. 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 10-K
filing remain 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   |  |     | 42 |       |  | Chief Executive Officer, Chairman of the Board of Directors(1)
|Dr. Adam Diasti    |  |     | 40 |       |  | President, Dental Director and Director                       
|Timothy G. Merrick |  |     | 39 |       |  | Vice President  Finance                                      
|Donald R. Millard  |  |     | 53 |       |  | Director(1)(3)                                                
|Geoffrey L. Faux   |  |     | 46 |       |  | Director (1)(2)(3)                                            
|Darrell C. Smith   |  |     | 48 |       |  | Director(3)                                                   



---

|(1) |  | Member of Compensation Committee.            
|--- |  | ---------------------------------------------
|   
|(2) |  | Director Currently Nominated for Re-Election.
|   
|(3) |  | Member of Audit 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.

Timothy G. Merrick, Vice President  Finance.Mr. Merrick joined the
Company in February 2002. From June 1998 to December 2001, Mr. Merrick worked
for Celotex Corporation, a national manufacturer of building products, and
served as Vice President and Controller. From February 1995 to May 1998, Mr.
Merrick worked for 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 worked for

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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 October 2000, Mr. Millard has been the Chief Financial
Officer and Senior Vice President of AGCO Corporation (NYSE:AG), a global
manufacturer and distributor of agricultural equipment with annual revenues in
excess of $2.0 billion. 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. 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. 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.

Darrell C. Smithwas appointed as a Director and a member of the Audit
Committee of the Company in March, 2002. 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.

Key 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.

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 except Dr. Terek Diasti, Dr. Adam Diasti and Tim Diasti reported
purchases by the Diasti

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Nevada Family Limited Partnership in November 2001 on a late filed Form 4.

Item  11.    EXECUTIVE COMPENSATION

Compensation to Outside 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.

On March 19, 2002, the Company also granted options to purchase 20,000
shares of Common Stock to each of the Outside Directors, one third of which
will vest 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.

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, 1999, 2000 and 2001 of
those persons who were, at December 31, 2001, (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
2001 (the Named Executive Officers).

|                            |  |                     |      |        |  |              |         |               |  |              |   |            |  |                        |        |     |  |   |        |    
|--------------------------- |  | ------------------- | ---- | ------ |  | ------------ | ------- | ------------- |  | ------------ | - | ---------- |  | ---------------------- | ------ | --- |  | - | ------ | ---
|                            |  |                     |      |        |  |              |         |               |  |              |   |            |  | Long-Term
Compensation |        |     |  |  
|                            |  | Annual Compensation |      | Awards |  |              |         |              
|                            |  |                     |      |        |  |              |         |              
|                            |  |                     |      |        |  |              |         |               |  |              |   |            |  | Securities             |        |     |  |  
|                            |  |                     |      |        |  |              |         |               |  | Other Annual |   | Underlying |  | All Other             
|Name and Principal Position |  | Year                |      | Salary |  | Compensation |         | Stock Options |  | Compensation
|                            |  |                     |      |        |  |              |         |               |  |             
|Terek Diasti,               |  |                     | 1999 |        |  | $            | 215,000 |               |  |              |  |            |  |                        |       |     |  |   |       |    
|Chief Executive             |  |                     | 2000 |        |  | $            | 209,000 |               |  |              |  |            |  |                        | 10,000 | (1) |  | $ | 40,449 |    
|Officer                     |  |                     | 2001 |        |  | $            | 226,923 |               |  |              |  |            |  |                        |       |     |  | $ | 22,095 | (2)
|                            |  |                     |      |        |  |              |         |               |  |              |   |            |  |                        |        |     |  |   |        |    
|Adam Diasti,                |  |                     | 1999 |        |  | $            | 165,000 |               |  |              |  |            |  |                        |       |     |  |   |       |    
|President                   |  |                     | 2000 |        |  | $            | 172,000 |               |  |              |  |            |  |                        | 10,000 | (1) |  | $ | 52,978 |    
|                            |  |                     | 2001 |        |  | $            | 189,808 |               |  |              |  |            |  |                        |       |     |  | $ | 25,440 | (2)
|                            |  |                     |      |        |  |              |         |               |  |              |   |            |  |                        |        |     |  |   |        |    
|William H. Geary, III,      |  |                     | 1999 |        |  | $            | 104,000 |               |  |              |  |            |  |                        | 10,000 | (1) |  |   |       |    
|(Former
Chief               |  |                     | 2000 |        |  | $            | 146,000 |               |  |              |  |            |  |                        | 6,667  | (1) |  |   |       |    
|Financial Officer)(3)       |  |                     | 2001 |        |  | $            | 150,000 |               |  |              |  |            |  |                        |       |     |  |   |        |    



---

| | (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) |  | Mr. Gearys employment ceased on April 24, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

No stock options or stock appreciation rights were granted to the
Companys Named Executive Officers during 2001.




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 2001. 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, 2001. All references
to the number of shares have been adjusted to reflect the 3-for-1
reverse stock split effective July 17, 2001.

|                         |  |             |   |          |  |             |   |               |  |                            |        |                         |  |  |       |  |  |   |   |  |  |   |   | 
|------------------------ |  | ----------- | - | -------- |  | ----------- | - | ------------- |  | -------------------------- | ------ | ----------------------- |  |  | ----- |  |  | - | - |  |  | - | - | 
|                         |  |             |   |          |  |             |   |               |  | Number of Securities       |        | Value of Unexercised   
|                         |  |             |   |          |  |             |   |               |  | Underlying Unexercised     |        | In-the-Money Options at
|                         |  |             |   |          |  |             |   |               |  | Options at Fiscal Year End |        | Fiscal Year End        
|                         |  |             |   |          |  |             |   |               |  |                            |        |                        
|                         |  | Shares      |   |          |  |             |   |               |  |                            |        |                         |  |  |       |  |  |   |   |  |  |  
|                         |  | Acquired on |   | Value    |  |             |   |               |  |                            |        |                         |  |  |       |  |  |   |   |  |  |  
|Name                     |  | Exercise    |   | Realized |  | Exercisable |   | Unexercisable |  | Exercisable                |        | Unexercisable          
|                         |  |             |   |          |  |             |   |               |  |                            |        |                        
|Terek Diasti             |  |             | 0 |          |  | $           | 0 |               |  |                            | 6,666  |                         |  |  | 3,334 |  |  | $ | 0 |  |  | $ | 0 | 
|Adam Diasti              |  |             | 0 |          |  | $           | 0 |               |  |                            | 6,666  |                         |  |  | 3,334 |  |  | $ | 0 |  |  | $ | 0 | 
|William H. Geary,
III(1) |  |             | 0 |          |  | $           | 0 |               |  |                            | 15,871 |                         |  |  | 6,666 |  |  | $ | 0 |  |  | $ | 0 | 



---

|(1) |  | Mr. Gearys employment ceased on April 24, 2002.
|--- |  | ------------------------------------------------

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
16, 2001, the Compensation Committee provided that Dr. Diasti would receive an
annual base salary of $250,000. 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 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

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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 16, 2001, the Compensation
Committee provided that Dr. Diasti would receive an annual base salary of
$210,000. 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 three years ending on February 11, 2005, 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. 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.

Item  12.    SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following sets forth, as of April 1, 2002, 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.

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|                                                                    |  |              |           |            |  |  |      |  
|------------------------------------------------------------------- |  | ------------ | --------- | ---------- |  |  | ---- | -
|                                                                    |  | Amount and   |           |           
|                                                                    |  | Nature of    |           |           
|                                                                    |  | Shares       |           |           
|                                                                    |  | Beneficially |           | Percent of
|Stockholders(1)                                                     |  | Owned        |           | Class(2)  
|                                                                    |  |              |           |           
|Diasti Nevada Family Limited Partnership(3)                         |  |              | 1,066,780 |            |  |  | 51.0 | %
|Terek Diasti(3)                                                     |  |              | 1,073,446 |            |  |  | 51.3 | %
|Adam Diasti(3)                                                      |  |              | 1,073,446 |            |  |  | 51.3 | %
|Tim Diasti(3)                                                       |  |              | 1,066,780 |            |  |  | 51.0 | %
|William H. Geary III(4)                                             |  |              | 18,093    |            |  |  | 0.9  | %
|Timothy G. Merrick(5)                                               |  |              | 0         |            |  |  | *    |  
|Donald R. Millard(6)                                                |  |              | 8,001     |            |  |  | 0.4  | %
|Geoffrey L. Faux(5)                                                 |  |              | 0         |            |  |  | *    |  
|Darrell C. Smith(5)                                                 |  |              | 0         |            |  |  | *    |  
|                                                                    |  |              |           |            |  |  |      |  
|All directors and executive officers as a group
        (7 persons) |  |              | 1,106,206 |            |  |  | 52.9 | %



---

|*   |  | 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 6,666 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
141,456 shares issuable upon the exercise of stock options held by the
Coast P.A. for the benefit of the Coast P.A. professionals. Adam Diasti
is the sole owner of the Coast P.A.
|   
|(4) |  | Mr. Gearys
employment ceased on April 24, 2002. Includes 18,093 shares
issuable upon the exercise of stock options granted pursuant to the
Companys 1995 Stock Option Plan, which have vested and are fully
exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(5) |  | Excludes stock option grants which will vest over the next three years
but are not exercisable within 60 days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(6) |  | Includes 8,001 shares issuable upon the exercise of stock options granted
pursuant to the Companys 1995 Stock Option Plan, which have vested and
are fully exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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 has agreements to provide dental management, services and
support to each Coast P.A. (Services and Support Agreements). Dr. Adam
Diasti, a Director and the President of the Company, is the sole owner of the
Coast P.A. Net revenues earned by the Company from Coast P.A. for management
services were approximately $44.6 million for the year ended December 31,
2001. The

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service and support fees earned by the Company from the Coast P.A.
have historically ranged from 65% to 76% of the gross revenue, net of refunds,
adjustments, and discounts, of the dental offices managed by the Company
pursuant to the Services and Support Agreements (the Dental Centers). The
services and support fees between the parties may be revised from time to time
based upon negotiations between the Company and the Coast P.A. and approved by
the Audit Committee. The Company pays, out of the services and support fee,
all of the operating and non-operating expenses incurred by the Coast P.A. at
the Dental Centers, except for the salaries and benefits of the Coast P.A.
dentists and dental hygienists. The Audit Committee approved an adjustment to
the services and support fees in January 2000 to 67%, with an allowable range
of 66% and 72%.

In addition, the fair value of stock options granted by the Company to
affiliated dental professionals employed by a Coast P.A. are charged to the
Coast P.A. and reimbursed to the Company from the Coast P.A. Upon the
departure or termination of a dental professional from a 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
the Coast P.A. for reissuance to new dental professionals. As a result of
such forfeitures, the Coast P.A. currently holds options to purchase
141,456
shares of the Companys common stock at exercise prices ranging from $3.14 per
share to $76.13 per share.

Dentist Equity Model

During the third quarter of 2001, the Coast P.A., with the assistance of
the Company, began the rollout of the newly developed 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.
Through March 1, 2002, the sale of interests in the Dental Centers have been
structured as a sale of a portion of the tangible and intangible assets of
each Dental Center. In each Dental Center, the Company owns the tangible
assets and the Coast P.A. owns the intangible assets. For each interest sold,
the Company sells a portion of the Dental Centers tangible assets to dentist
and a portion to the Coast P.A. The Coast P.A. sells a portion of its
intangible Dental Center assets to the dentist acquiring the interest. The
Coast P.A. and the dentist then contribute their respective tangible and
intangible assets to a newly formed professional association. Effective April
2002, it is expected that the structure of future transactions under the
Equity Model will change such that only the Coast P.A. will sell assets to the
dentist.

During 2001, the Company and the Coast P.A. consummated the sale of
interests in ten (10) Dental Centers in accordance with the terms of the
Equity Model. The total sales price for the interests sold was approximately
$931,000, consisting of $105,000 in cash, $57,000 in short-term notes
receivable and $769,000 in long-term notes receivable. Of the total sales
price, approximately $254,000 and $677,000 were attributable to the Company
and the Coast P.A., respectively. The Company also sold approximately
$580,000 worth of equipment, supplies and inventory to the Coast P.A. in
connection with these transactions. In addition, the Coast P.A. assigned its
notes receivable arising from these transactions to the Company in exchange
for a reduction to the management fee receivable from the Coast P.A. The
short-term notes receivable are at 10% with a term of approximately three to
five months. The long-term notes receivable are 10% notes with a seven year
term including a one year interest-only period. Both the short-term and
long-term notes provide for principal and interest payments monthly.

Agreement with Dr. Adam Diasti

The Company has an agreement with Dr. Adam Diasti, 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 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.

Note and Accounts Receivable from Coast P.A.

The Company periodically advances funds to/from the Coast P.A. These
advances to and from the Coast P.A. are reflected on the Companys balance
sheet as a note receivable from Coast P.A. for

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approximately $0.2 million at
December 31, 2001. The receivable is non-interest bearing and is due upon
demand. The Company has also recorded a receivable from the Coast P.A. in the
amount of $2.5 million as of December 31, 2001 in accordance with the
Affiliated Professionals Stock Plan. This receivable represents the fair
value of the options issued to the dental professionals employed by the Coast
P.A. and is reimbursed to the Company from the Coast P.A.

The Coast P.A. is indebted to the Company in the aggregate amount as of
December 31, 2001 of approximately $13.0 million which represents services and
support fees payable to the Company in accordance with the Services and
Support Agreements.

edentaldirect.com Agreement

The Company entered into a Supply Agreement dated September 27, 2000 with
edentaldirect.com, Inc. Tim Diasti, an affiliate of the Company, is an
officer, director and shareholder of edentaldirect.com, Inc. and brother of
Terek and Adam Diasti. The Companys officers and directors, Terek Diasti and
Adam Diasti, and its directors, Donald Millard and Darrell C. Smith are also
shareholders of edentaldirect.com, Inc. Under the Supply Agreement, the
Company purchased dental products and supplies from edentaldirect.com, Inc.
During 2001, the Company paid edentaldirect.com, Inc. approximately $1.38
million for dental products and supplies, which represents approximately 35%
of the Companys total supply purchases for such period. At December 31,
2001, the Company owed edentaldirect.com approximately $420,000 for the
purchase of dental products and supplies. The Company ordered from several
different suppliers during 2001.

Adenta and ehealth agreement

To improve cash flows from patients, the Company and the Coast P.A.
arranged for a patient financing program through a national financial
institution in January 2002. This program will accelerate the collection of
net revenues to the Company, for patients that elect to use the program and
qualify for credit, as the financial institution pays the financed amount, net
of discounts, within twenty-four hours.

The program is provided through an agreement (the Credit Card Program
Agreement) between Well Fargo National Bank (the Bank) and
eHealthCredit.com, Inc. (eHealth). Pursuant to the Credit Card Program
Agreement, the Bank provides financing to qualified patients of dental
providers. Patients are billed directly by the Bank and the Bank services the
credit card accounts. Providers are paid directly by the Bank subject to
applicable discounts charged by the Bank and eHealth. eHealth, in turn, has
agreed to market and promote the credit card program to providers, including
the Coast P.A. In consideration thereof, eHealth receives a portion of the
applicable discounts charged to the providers, 80% of any income derived from
sundry products related to the program, including insurance and credit card
registration, and 5% of the total finance charges collected each month by the
Bank on the credit card accounts. In addition, pursuant to the Credit Card
Program Agreement, each provider receives a machine from the Bank to process
credit card charges. The machine is free to the provider if the provider
processes the minimum stated number of charges. If the provider does not meet
this threshold, it is required to pay $600.00 per machine. In the event any
provider fails to pay such amount, eHealth must make the required payment to
the Bank.

eHealth has entered into a Dental Credit Agreement with Adenta Patient
Financing, LLC (Adenta), pursuant to which eHealth has granted Adenta the
exclusive right to market and sell the
credit card program to dental group practices and their clients. In
consideration for Adentas services, Adenta is entitled to all or part of the
discount fee charged by eHealth. Pursuant to the Adenta Agreement, Adenta pays
eHealth an annual fee of $100,000 to cover any damages that eHealth may incur
related to the Credit Card Program Agreement.

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The Company has entered into a Corporate Guaranty with the Bank pursuant
to which it has agreed to absolutely, unconditionally and without limit, to
guarantee and become a surety for eHealths full, prompt and punctual payment
and performance of its obligations under the Credit Card Program Agreement.

It is anticipated that the Coast P.A. will benefit from the Program as a
result of increased dental sales and accelerated collection of revenues. The
Company believes that the amounts charged by eHealth and Adenta for the Program
are generally similar to or lower than the terms it could obtain from unrelated
parties. The Program was implemented in January 2002 and neither the Company,
nor the Coast P.A. paid any sums to, or on behalf of, eHealth or Adenta, nor
did eHealth or Adenta pay any sums to the Company or the Coast P.A. during
2001.

The Diasti Family Limited Partnership (an affiliate of the Company) and
Darrell C. Smith (one of the Companys directors) own 90% and 5%, respectively
of eHealth. In addition, the Diasti Family Limited Partnership and Mr. Smith
own 87% and 5%, respectively, of Diasti Holdings, LLC, which in turn owns 50%
of Adenta. The other 50% is owned by an unaffiliated third party.

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. 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.

Loans to Majority Stockholders

The Company periodically advances funds to/from the majority stockholders.
Advances to the majority stockholders, and affiliates of majority
stockholders, are non-interest bearing and were approximately $163,000 at
December 31, 2001.

Law Firm

Director Darrell C. Smith is a partner in the law firm of Shumaker, Loop &
Kendrick, LLP which has served as general counsel to the Company since
inception. In 2001, the Company paid the law firm fees for services rendered
during such period.

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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, 2002.

| |  |     |  |                                                                                                                   
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------
| |  | 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: |  | *DARRELL C. SMITHDirector                                                                                         

April 30, 2002

     By Terek Diasti, DVM, as attorney in fact pursuant to the power of
attorney contained in the Form 10-K filed on April 1, 2002.

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