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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A
AMENDMENT NO. 1

(Mark One)

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|X |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

| |  |                                                                 
| |  | ----------------------------------------------------------------
| |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

For the transition period from
 to

Commission File Number 0-16686



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|                                                                         
|-------------------------------------------------------------------------
|SURG II, INC.
(Name of small business issuer as specified in its charter)

|                                                                         |  |                                                   
|------------------------------------------------------------------------ |  | --------------------------------------------------
|Minnesota
(State or other jurisdiction of
incorporation of organization) |  | 58-1486040
(I.R.S. Employer
Identification Number)

|                                                                                            
|--------------------------------------------------------------------------------------------
|800 Nicollet Mall, Suite 2690, Minneapolis MN 55402
(Address of principal executive offices)

|                                          
|------------------------------------------
|(612) 333-0614
(Issuers telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
periods that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
X    YES    
NO

4,348,720 shares of Common Stock, $.01 par value, were outstanding at
November 1, 2002

Transitional Small Business Disclosure Format.
    YES    X
NO

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|                                                   |        |  |  |  |  |  |  | 
|-------------------------------------------------- | ------ |  |  |  |  |  |  | 
|EXPLANATORY NOTE                                  
|                                                   | PART I
|SIGNATURES                                        
|CERTIFICATIONS                                    
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350



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EXPLANATORY NOTE

This Quarterly Report on Form 10-QSB for the quarter ended September 30,
2002 (the Report) is being filed solely to include Item 3 of Part I, which
was inadvertently omitted from the original filing of the Report.

This Form 10-QSB/A constitutes Amendment No. 1 to the Report.




PART I

Item 3. Disclosure Controls
and Procedures

Within 90 days prior to the date of the Report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive and chief financial officers, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information required to be disclosed in our
periodic reports to the Securities and Exchange Commission. There have been no
significant changes in our internal controls or in other factors which could
significantly affect internal controls subsequent to such evaluation.




SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

| |             
| | ------------
| | SURG II, INC

|      |  |                   |  |                                                                                               
|----- |  | ----------------- |  | ----------------------------------------------------------------------------------------------
|Date: |  | November 21, 2002 |  | /s/  Kenneth W. BrimmerBy: Kenneth W. Brimmer
President and Chief Executive Officer           
|     
|Date: |  | November 21, 2002 |  | /s/  Brian D. NieburBy: Brian D. Niebur
Chief Financial Officer
(Principal Accounting Officer)

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CERTIFICATIONS

I, Kenneth W. Brimmer, certify that:

1.     I have reviewed this quarterly report on 10-QSB of Surg II, Inc., as amended
by Amendment No. 1;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



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

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



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

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

|      |  |                   |  |                                                                                    
|----- |  | ----------------- |  | -----------------------------------------------------------------------------------
|Date: |  | November 21, 2002 |  | /s/  Kenneth W. BrimmerBy: Kenneth W. Brimmer
President and Chief Executive Officer

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I, Brian D. Niebur, certify that:

1.     I have reviewed this quarterly report on 10-QSB of Surg II, Inc., as amended
by Amendment No. 1;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



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

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



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

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

|      |  |                   |  |                                                                
|----- |  | ----------------- |  | ---------------------------------------------------------------
|Date: |  | November 21, 2002 |  | /s/  Brian D. NieburBy: Brian D. Niebur
Chief Financial Officer

4