SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10Q/A No. 1

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 2002


                        Commission File Number 000-20175
                                               ---------

                            NYER MEDICAL GROUP, INC.
                            ------------------------
            (Exact name of registrant as specified in its charter)


                   Florida                                01-0469607
              ------------------                        --------------
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                 Identification No.)


           1292 Hammond Street, Bangor, Maine               04401
           ----------------------------------             ---------
        (Address of principal executive offices)          (Zip Code)


                                 (207) 942-5273
                                 --------------


              (Registrant's telephone number, including area code)


Securities registered under Section 12(b) of the Exchange Act:

                                                       Name of Exchange
Title of Each Class                                   on which registered

      None                                                    None

Check whether the registrant has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve 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. Yes X .
No .




As of November 19, 2002, there were 3,756,962 shares of common stock
outstanding, par value $.0001 per share.

                                        1
<PAGE>
 FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175        SEPTEMBER 30, 2002

                                EXPLANATORY NOTE

The Registrant is amending and restating the Form 10Q for the three months ended
September 30, 2002, to correct an error in applying FASB Statement 142. FASB 142
requires that goodwill not be amortized. Upon evaluation of the intangibles, it
was determined that prescription lists purchased by the Company were not covered
by the standard. Initially, the Company ceased amortizing the prescription
lists. This amendment and restatement reflects amortization of the prescription
lists. As a result of this amendment and restatement, the net income for the
three months ended September 30, 2002 decreased by $11,757 to $165,668 from
$177,425 as previously reported. The changes are reflected in this Quarterly
Report on Form 10-Q/A for the three months ended September 30, 2002.
                                      INDEX
                                     PART I
                              FINANCIAL INFORMATION
                                                                        Page No.
  Item 1.  Financial Statements:

           Consolidated Balance Sheets, September 30, 2002
                and June 30, 2002                                          3-4

           Consolidated Statements of Operations, Three Months
                Ended September 30, 2002 and September 30, 2001             5

           Consolidated Statements of Cash Flows, Three Months
                Ended September 30, 2002 and September 30, 2001            6-7

           Selected Notes to Consolidated Financial Statements             8-10

  Item 2.  Management's Discussion and Analysis of First Quarter
             2002 Results                                                 11-16

  Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                                   16

  Item 4.  Controls and Procedures                                        16-17

                           PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings                                               18

  Item 2.  Changes in Securities and Use of Proceeds                       18

  Item 3.  Defaults upon Senior Securities                                 18

  Item 4.  Submissions of Matters to Vote of                               18
           Security Holders

  Item 5.  Other information                                               18

            Signatures                                                     18

  Item 6.  Exhibits and Reports on Form 8-K

           Certification of Chief Executive Officer and
             Chief Financial Officer                                      19-20
           Exhibit 99.1 - Certification of Chief Executive
           Officer and Chief Financial Officer                             21
                                2
<PAGE>
     FORM 10-Q/A  NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002

                  NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                         September 30     June 30,
                                             2002           2002
                                             ----           ----

                                         (Unaudited)

Current assets:
  Cash and cash equivalents              $ 1,604,997    $ 1,550,374
  Accounts receivable, less allowance
  for doubtful accounts of $470,822 at
  September 30, 2002 and $469,923
  at June 30, 2002                         4,068,554      4,541,505
  Inventories, net                         5,137,584      5,290,995
  Prepaid expenses                           284,652        300,495
  Receivables from related parties             8,895          8,895
                                          ----------     ----------

            Total current assets          11,104,682     11,692,264
                                          ----------     ----------

Property, plant and equipment, at cost:
  Land                                        92,800         92,800
  Building                                   641,508        641,508
  Leasehold improvements                     944,285        928,321
  Machinery and equipment                     71,189         71,189
  Transportation equipment                   349,099        366,099
  Office furniture, fixtures,
    and equipment                          1,122,328      1,099,793
                                          ----------    -----------

                                           3,221,209      3,199,710
  Less accumulated depreciation
    and amortization                      (1,895,288)    (1,823,060)
                                          ----------    -----------

                                           1,325,921      1,376,650


Goodwill                                     104,463        104,463
Other intangible assets                      334,867        349,563
Advances due from related companies           41,563         41,563
                                         -----------    -----------

                                             480,893        495,589
                                         -----------    -----------
            Total assets                 $12,911,496    $13,564,503
                                         ===========    ===========




     See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
     FORM 10-Q/A  NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002

                  NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                          September 30,    June 30,
                                              2002           2002
                                              ----           ----
                                          (Unaudited)
Current liabilities:
  Current portion of long-term debt       $   180,870    $  184,669
  Accounts payable                          3,638,054     4,138,814
  Accrued payroll and related taxes           288,523       441,313
  Accrued expenses and other
    liabilities                               274,945       431,520
  Current portion of payable due
    related party                             206,110       206,110
                                           ----------    ----------

           Total current liabilities        4,588,502     5,402,426
                                           ----------    ----------


Long-term debt, net of current
  portion                                     284,565       329,367
Payable due related party, net
  of current portion                           71,403       101,403
Minority interest                           1,035,809       965,758



Shareholders' equity:
  Class A preferred stock, par value
    $.0001, authorized, issued and
    outstanding: 2,000 shares                       1             1
  Class B preferred stock, series 1,
    par value $.0001, authorized:
    2,500,000; issued and outstanding:
    1,000 shares at September 30, 2002
    and June 30, 2002
  Common stock, par value $.0001
    authorized: 10,000,000 shares; issued:
    3,769,062 at September 30, 2002
    and at June 30, 2002                          377           377
  Additional paid-in capital               17,691,946    17,691,946
  Treasury stock (12,100 shares at
    September 30, 2002 and
    June 30, 2002)                            (52,249)      (52,249)
   Accumulated deficit                    (10,708,858)  (10,874,526)
                                          ------------  -----------

     Total shareholders' equity             6,931,217     6,765,549
                                          -----------   -----------
            Total liabilities and
              shareholders' equity        $12,911,496   $13,564,503
                                          ===========   ===========


     See accompanying notes to consolidated financial statements.
                                        4
<PAGE>
     FORM 10-Q/A  NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                      September 30,      September 30,
                                          2002               2001
                                          ----               ----
Net sales                             $14,512,850        $12,580,646
                                      -----------        -----------
Cost and expenses:
  Cost of goods sold                   11,433,665          9,919,954
  Selling and retail                    1,827,373          1,552,987
  Warehouse and delivery                  254,680            198,353
  Administrative                          725,415            660,559
                                      -----------         ----------
                                       14,241,133         12,331,853

        Operating income                  271,717            248,793

Other income (expense):
  Interest expense                         (7,811)           (10,558)
  Interest income                          11,233             20,384
  Other                                       580             22,099
                                      -----------         ----------
       Total other income (expense)         4,002             31,925
                                      -----------         ----------
  Income before
       minority interest                  275,719            280,718
Minority interest                         (70,051)           (53,609)
                                      ------------        -----------
  Income from continuing
      operations before income
      taxes                               205,668            227,109
                                      -----------         ----------
    Provision for income taxes             40,000             13,000
 Income from continuing
       operations after income
       taxes                              165,668            214,109
                                      -----------         ----------
Discontinued operations:
  Loss from Nyer
       Nutritional Systems                      -            (10,674)
                                      -----------         ----------
  Net loss from discontinued
         operations                             -            (10,674)
                                      -----------         ----------
  Net Income                          $   165,668         $  203,435
                                      ===========         ==========
  Basic and diluted income (loss) per share:
    Continuing operations             $       .04         $      .06
    Discontinued operations                     -               (.01)
                                      -----------         ----------
  Basic and diluted income (loss)
       per share                      $       .04         $      .05
                                      ===========         ==========
Weighted average common shares
    outstanding                         3,769,062          3,757,103
                                      ===========         ==========

     See accompanying notes to consolidated financial statements.
                                        5
<PAGE>
    FORM 10-QA    NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                      September 30,  September 30,
                                          2002           2001
                                          ----           ----
  Cash flows from operating activities:
  Net income (loss)                    $ 165,668      $ 203,435
  Adjustments to reconcile net
      income (loss) to net cash
      used in operating activities:
  Depreciation                            86,728         74,615
  Amortization                            14,696         22,775
  Gain on sale of property, plant
   and equipment                            (300)             -
  Minority interest                       70,051         53,609
  Decrease in deferred credit                  -        (22,500)
  Changes in certain working capital
      elements                          (167,920)      (359,767)
                                       ---------     ----------
      Net cash flows provided by (used
       in) operating activities          168,923        (27,833)
                                       ---------     ----------

Cash flows from investing activities:
  Purchase of property, plant and
      equipment                          (38,499)       (24,118)
  Proceeds from sale of property, plant
      and equipment                        2,800              -
  Net change in advances due from
      related companies                        -           (825)
  Increase in other assets, net                -       (117,575)
                                       ---------     ----------
      Net cash provided by (used in)
           investing activities          (35,699)      (142,518)

                                       ---------     ----------

Cash flows from financing activities:
  Proceeds from issuance of
      long-term debt                           -        161,890
  Payments of long-term debt             (48,601)       (28,853)
  Net repayments of notes to
      related parties                    (30,000)       (30,000)
                                      ----------     ----------
      Net cash provided by (used in)
           financing activities          (78,601)       103,037
                                      ----------     ----------
Net increase (decrease) in cash
      and cash equivalents                54,623        (67,314)
Cash and cash equivalents,
      beginning of period              1,550,374        374,423
                                      ----------     ----------
Cash and cash equivalents,
      end of period                   $1,604,997     $  307,109
                                      ==========     ==========
     See accompanying notes to consolidated financial statements.
                                        6
<PAGE>
     FORM 10-Q/A  NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002



                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                     September 30,    September 30,
                                         2002             2001
                                         ----             ----
Changes in certain working capital elements:
  Accounts receivable, net           $  472,951       $  100,193
  Inventories                           153,411            1,253
  Prepaid expenses                       15,843           89,906
  Receivables from related parties            -             (967)
  Accounts payable                     (500,760)        (495,814)
  Accrued payroll and related
      taxes                            (152,790)          (5,356)
  Accrued expenses and other
      liabilities                      (156,575)         (48,982)
                                     ----------       ----------

     Net change                      $ (167,920)      $ (359,767)
                                     ==========       ==========






Supplemental cash flow information:

Cash paid during the first three months:



     Interest                        $    5,853   $   11,329
                                     ==========   ==========

     Income taxes                    $  110,000   $   10,912
                                     ==========   ==========























                                        7
<PAGE>
   FORM 10-Q/A    NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002
               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.  Basis of Presentation: The consolidated financial statements included herein
    have been prepared by the Company, without audit, in accordance with
    accounting principals generally accepted in the United States of America and
    pursuant to the rules and regulations of the Securities and Exchange
    Commission. Certain information and footnote disclosures normally included
    in financial statements prepared in accordance with accounting principals
    generally accepted in the United States of America have been condensed or
    omitted pursuant to such rules and regulations, although the Company
    believes that the disclosures are adequate to make the information presented
    not to be misleading. In the opinion of management, the amounts shown
    reflect all adjustments necessary to present fairly the financial position
    and results of operations for the periods presented. All such adjustments
    are of a normal recurring nature.

    It is suggested that the financial statements be read in conjunction with
    the financial statements and notes thereto included in the Company's Form
    10-K for the year ended June 30, 2002.

    Restatement: The Company made an error in originally applying FASB statement
    No. 142. Initially, the Company discontinued amortization of all goodwill
    and other intangibles. Upon the subsequent evaluation of the intangibles, it
    was determined that purchased prescription lists are to be amortized because
    they have finite lives. The accompanying financial statements have been
    restated for the amortization and reflects a decrease of $11,757 in net
    income and $.01 per share.

2.  Goodwill and Other Intangible Assets: In June of 2001, the Financial
    Accounting Standards Boards (`FASB') issued Statement 142, `Goodwill and
    Other Intangible Assets'. FASB Statement 142, among other things, requires
    that goodwill not be amortized but should be tested for impairment at least
    annually. The Company adopted this statement as of July 1, 2002 and
    discontinued the amortization of goodwill. In addition, the Company was
    required to review its goodwill during the first three months for possible
    impairment. Based on the Company's review, no impairment charges have been
    recorded. The following tables show the reported net income and earnings per
    share for the three months ended September 30, 2002, reconciles them to the
    adjusted net income and earnings per share had the non-amortization
    provisions of Statement 142 been applied in that period and compares them to
    the three months ended September 30, 2001:

                                   Three months ended
                                     2002      2001
                                     ----      ----
Reported net income                $ 165,668 $ 203,435
Effect of goodwill amortization            -     3,000
                                   --------- ---------
As adjusted                        $ 165,668 $ 206,435
                                   ========= =========
Reported earnings per share        $     .04 $     .05
Effect of goodwill amortization            -         -
                                   --------- ---------
As adjusted                        $     .04 $     .05
                                   ========= =========




                                        8
<PAGE>
   FORM 10-Q/A    NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

              SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Goodwill and Other Intangible Assets: continued,

     September 30, 2002      Amortization              Accumulated
                            Period (years)   Cost      Amortization      Net
                                ----       --------      --------      --------
     Prescription lists          15        $378,000      $133,192      $244,808
     Non-compete agreements     3-5         510,100       420,041        90,059
                                           --------      --------      --------
          Totals                           $888,100      $553,233      $334,867
                                           ========      ========      ========
     June 30, 2002           Amortization              Accumulated
                            Period (years)   Cost      Amortization      Net
                                ----       --------      --------      --------
     Prescription lists          15        $378,000      $126,998      $251,002
     Non-compete agreements     3-5         510,100       411,539        98,561
                                           --------      --------      --------
          Totals                           $888,100      $538,537      $349,563
                                           ========      ========      ========
    Aggregate Amortization Expense:
    For the quarter ended September 30, 2002          $14,696
    Estimated Amortization:
            For the fiscal year 2003                  $58,784
            For the fiscal year 2004                   58,784
            For the fiscal year 2005                   41,960
            For the fiscal year 2006                   25,294
            For the fiscal year 2007                   25,294

3. Business Segments:

    The Company had three business segments for three months ended September 30,
    2002 and 2001: (1) retail pharmacy drug store chain (2) wholesale and retail
    sales of surgical, medical equipment and supplies, (3) wholesale and retail
    distribution of equipment, supplies, and novelty items to emergency medical
    service, fire and police departments. Business segments are determined by
    the management approach which analyses segments based on products or
    services offered for sale. Corporate assets include assets of discontinued
    operations.

 <TABLE>
    Summary data for the three months ended September 30, 2002:
<CAPTION>
                                Medical and    EMT, Fire,
                   Pharmacy    Surgical and   Police Equip.
                    Chain         Supplies    and Supplies   Corporate    Consolidated
<S>               <C>           <C>           <C>            <C>           <C>
Net Sales         $11,386,603   $ 2,236,371   $   889,876    $        -    $14,512,850
Operating
income (loss)         421,833        19,124       (54,922)     (114,318)       271,717
Total assets        8,199,203     2,868,982       927,599       915,712     12,911,496
Capital
Expenditures           36,601             -             -         1,898         38,499
Depreciation and
 amortization          69,217        23,358         7,685         1,164        101,424
Interest income        (4,018)       (4,540)            -        (2,675)       (11,233)
Interest expense  $     3,778   $     3,901   $       132    $        -   $      7,811
</TABLE>
                                        9
<PAGE>
FORM 10-Q/A    NYER MEDICAL GROUP, INC   000-20175    SEPTEMBER 30, 2002
               NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

              SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Business Segments: continued,
<TABLE>
<CAPTION>


    Summary data for the three months ended September 30, 2001:

                                Medical and    EMT, Fire,
                   Pharmacy       Surgical    Police Equip.
                    Chain         Supplies    and Supplies   Corporate    Consolidated
<S>               <C>           <C>           <C>            <C>          <C>

Net Sales         $ 9,058,941   $ 2,402,760   $ 1,118,945    $        -   $12,580,646
Operating
income (loss)         282,159        59,986        (9,993)      (83,359)      248,793
Total assets        6,923,915     2,930,547     1,414,693     1,121,352    12,390,507
Capital
Expenditures          131,302        22,153        53,950             -       207,405
Depreciation
 and
 amortization          52,568        28,660        15,158         1,004        97,390
Interest income        (3,101)       (6,298)            -       (10,985)      (20,384)
Interest expense  $     5,414   $     4,840   $       304    $        -   $    10,558

</TABLE>

4. Earnings per share

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share considers the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity. Options and warrants for all periods
presented (933,600 for the three months ended September 30, 2002) were not
included in the computation of net income per share because the effect of
inclusion would be anti-dilutive.

5. Options and Warrants:

The Company has a stock option plan under which employees and non-employees may
be granted options to purchase shares of the Company's common stock at the fair
market value at the date of grant. Options vest semi-annually over a three-year
term to all directors and certain officers and expire in ten years from date of
grant. The Company accounts for these plans under the recognition and
measurement principles of APB Opinion No. 25, `Accounting for Stock Issued to
Employees', and related interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under the plan had an
exercise price equal to the market value of the underlying common stock on the
date of grant. No stock options were granted during the period. Therefore, there
would be no effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS 123, `Accounting for
Stock-Based Compensation,' to stock-based employee compensation.




                                       10
<PAGE>
  FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations:

     The following discussion provides information with respect to our results
of operations, liquidity, and capital resources on a comparative basis for the
three months ended September 30, 2002 and 2001.

NET SALES. Total sales for the three months ended September 30, 2002 increased
by 15.4% from September 30, 2002 to $14,512,850 from $12,580,646 in 2001.

    The Company had three business segments for the three months ended September
30, 2002 and 2001: (1) retail pharmacy drug store chain ("pharmacy segment"),
(2) wholesale and retail sales of surgical, medical equipment and supplies
("medical and surgical equipment and supplies"), and (3) wholesale and retail
distribution of equipment, supplies, and novelty items to emergency medical
service, fire and police departments, ("EMT, fire, police segment"). Business
segments are determined by the management approach which analyzes results based
on products or services offered for sale.

     The following table shows sales by business segments for the three months
ended September 30, 2002 and 2001:
                                                                      % increase
Business Segment                      2002            2001    (decrease)
----------------                      ----            ----    ----------
Pharmacy segment                 $11,386,603     $ 9,058,941     25.7
Medical and surgical
  equipment and supplies           2,236,371       2,402,760     (6.9)
EMT, fire, police
 segment                             889,876       1,118,945    (20.5)
                                 -----------     -----------    -----
Total for business segments      $14,512,850     $12,580,646     15.4
                                 ===========     ===========    =====

    The pharmacy segment's sales increased $2,327,662 to $11,386,603 or 25.7%
for the three months ended September 30, 2002 as compared to sales of
$9,058,941. This was due to acquisition of a pharmacy and a continuing increase
in volume of prescription drugs as a result of a continuing marketing campaign
focused on assisted-living and home-based sectors, increased advertising and
home delivery service. Additionally, the pharmacy chain continues to increase
its sales of prescriptions to non-profit organizations.

    The medical and surgical equipment and supplies segment's sales decreased
$166,389 to $2,236,371 or 6.9% for the three months ended September 30, 2002 as
compared to sales of $2,402,760 for the three months ended September 30, 2001.
This was mainly due to the absence of sales from the respiratory division sold
in December 2001 and reduced equipment sales. Our Internet subsidiary increased
sales by approximately $140,000, which is the result of increased products
available on-line and increased advertising. The segment had a decrease in sales
of supplies and equipment of approximately $315,000 due to discontinuing sales
of unprofitable items, increased competition from cut rate competitors and the
sale of the respiratory division in 2001.




                                       11
<PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations: continued,

     The EMT, fire, police segment had a decrease in sales of $229,069 to
$889,876 or 20.5% for the three months ended September 30, 2002 as compared to
sales of $1,118,945 for the three months ended September 30, 2001. The reasons
for this decrease are reduced municipal budgets throughout the sales territory
and a down turn in the economy resulting in lower tax revenues which resulted in
fewer available funds for fire and police departments. In addition, fire and
police departments have partially altered the focus of the purchasing to include
merchandise that relates to biological and chemical remediation items and
homeland security products, which items this segment does not sell. Another
reason for this decline is increased competition from a company owned by a
minority shareholder of this segment and who was the previous 100% owner of one
of the EMT, fire, police companies.

GROSS PROFIT MARGINS. Our overall gross profit margins were 21.2% for the three
months ended September 30, 2002 and 2001.

The following is a table of gross margin percentages by business segments for
the three months ended September 30, 2002 and 2001:

Business Segment                      2002            2001
----------------                      ----            ----
Pharmacy segment                      19.9            19.2
Medical and surgical
  equipment and supplies              27.6            27.5
EMT, fire, police
 segment                              21.1            23.5
                                      ----            ----
Total for business segments           21.2            21.2
                                      ====            ====

     The pharmacy segment's gross profit margin had an increase of .7% to 19.9%
for the three months September 30, 2002 as compared to 19.2% for the three
months ended September 30, 2001. The increase was due to lower purchase costs
because of increased purchasing volume. The segment expects sales growth to
continue to be strong in its core business, but expects pressures on profit
margins to further intensify. Budgetary deficits in Massachusetts have resulted
in the Executive Office of Human Services Division of Health Care Finance and
Policy reducing the reimbursement paid to pharmacies for dispensing Medicaid
prescriptions by approximately 4%. The pharmacy segment expects other third
party payors to follow. The increased sales volume and a decrease in costs will
help offset lower insurance reimbursements on prescription drugs.

     The medical and surgical equipment and supplies segment's gross profit
margin had a slight increase of .1% to 27.6% for the three months ended
September 30, 2002 as compared to 27.5% for the three months ended September 30,
2001. The increase was due to the medical segment having less equipment sales
which generally have a lower gross profit margin than supplies.






                                       12
<PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations: continued,

     The EMT, fire, police segment had a decrease in its gross profit margin of
2.4% to 21.1% for the three months ended September 30, 2002 as compared 23.5% in
2001. The decrease was due to the mix of sales having less than anticipated
gross profit margins because of increased competition.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Consolidated selling, general and
administrative expenses ("S,G&A") increased 16.4% for the three months ended
September 2002 to $2,807,468 as compared to $2,411,899 for the same period in
2001.

     The following table shows the breakdown by business segments for the three
months ended September 30, 2002 and 2001:

Business Segment                      2002            2001    % increase
----------------                      ----            ----     (decrease)
Pharmacy segment                 $ 1,847,426     $ 1,453,855     27.1
Medical and surgical
  equipment and supplies             599,389         601,490        -
EMT, fire, police
  segment                            246,335         273,195     (9.8)
Corporate                            114,318          83,359     37.1
                                 -----------     -----------    -----
Total for business segments      $ 2,807,468     $ 2,411,899     16.4
                                 ===========     ===========    =====

     The pharmacy segment had an increase in its S,G&A expenses of $393,571 to
$1,847,426 or 27.1% for the three months ended September 30, 2002 as compared to
$1,453,855 for the same period in 2001. The increases arose from increased labor
costs for hourly employees and pharmacists due to a shortage of available
pharmacists. The segment also increased its marketing campaign focused on
assisted living, home-based sectors.

     The medical and surgical equipment and supplies segment's S,G&A expenses
had a slight decrease of $2,101 to $599,389 for three months ended September 30,
2002 from $601,490 for the same period in 2001. ADCO had a decrease in its S,G&A
expenses of approximately $54,000. The main reasons were ADCO's selling expenses
were lower due to a decrease in sales and associated costs and the sale of our
respiratory division which eliminated respiratory salaries and expenses. S,G&A
expenses for the internet segment increased approximately $31,000 due to
increased advertising and personnel costs.

     The EMT, fire, police segment experienced a decrease in its S,G&A expenses
of $26,860 to $246,335 or 9.8% for the three months ended September 30, 2002 as
compared $273,195 for the three months ended September 30, 2001. This decrease
was due to lower sales and associated costs.

     The Corporate segment's expenses increased approximately $31,000 primarily
due to additional overhead attributable to additional accounting, legal and
stock related expenses for the three months ended September 30, 2002.




                                       13
<PAGE>
  FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations: continued,

OTHER INCOME AND EXPENSE:

    The following table shows the breakdown of interest expense by business
segments for the three months ended September 30, 2002 and 2001:

                          Three months ended
                            September 30,
Business Segment          2002        2001
                          ----        ----
Pharmacy segment        $ 3,778      $ 5,414
Medical and surgical
 equipment and
 supplies                 3,901        4,840
EMT, fire, police
 segment                    132          304
Corporate                     -            -
                        -------     --------
Total for business
segments                $ 7,811     $ 10,558
                        =======     ========

Our interest expense decreased $2,747 to $7,811 or 26.0% for the three months
ended September 30, 2002 as compared to $10,558 for the three months ended
September 30, 2001. The reason for the decrease is pay down on exiting debt.

    The following table shows the breakdown of interest income by business
segments for the three months ended September 30, 2002 and 2001:

                          Three months ended
                            September 30,
Business Segment           2002        2001
                           ----        ----
Pharmacy segment        $  4,018     $  3,101
Medical and surgical
 equipment and
 supplies                  4,540        6,297
EMT, fire, police
 segment                       -            -
Corporate                  2,675       10,986
                        --------     --------
Total for business
segments                $ 11,233     $ 20,384
                        ========     ========

     Interest income was generated from accounts receivable accounts, a note
related to the sale of the respiratory division and highly liquid government
instruments.




                                   14


<PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations: continued,

    The following table shows the breakdown of other income by business segments
for the three months ended September 30, 2002 and 2001:

                          Three months ended
                             September 30,
Business Segment          2002         2001
                          ----         ----


Pharmacy segment        $   280      $ 22,099
Medical and surgical
 equipment and
 supplies                     -             -
EMT, fire, police
 segment                    300             -
Corporate                     -             -
                        -------      --------
Total for business
segments                $   580      $ 22,099
                        =======      ========

Other income was from a purchase commitment.

The following table shows the breakdown of minority interest which is
predominately the 20% minority interest in the pharmacy segment for the three
months ended September 30, 2002 and 2001:

                          Three months ended
                             September 30,
Business Segment          2002         2001
                          ----         ----
Pharmacy segment       $ 70,106     $ 53,789
Medical and surgical
 equipment and
 supplies                     -            -
EMT, fire, police
 segment                    (55)        (180)
Corporate                     -            -
                       --------     --------
Total for business
segments               $ 70,051     $ 53,609
                       ========     ========

DISCONTINUED OPERATIONS. On October 25, 1999, the Board of Directors approved a
plan for the disposal of its investment in Nyer Nutritional. Its results have
been reported as discontinued operations for all periods presented.

     In May 2002, the Company assigned all of its rights, licenses and interest
in patents to Nyer Nutritional's minority shareholder. In return, the minority
shareholder released the Company from any and all obligations.

     Nyer Nutritional incurred $0 in net costs for the three months ended
September 30, 2002 as compared to $10,674 in net costs for the three months
ended September 30, 2001.

                                       15
<PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FIRST QUARTER RESULTS

Results of Operations: continued,

Liquidity and Capital Resources:

     Net cash provided by (used in) operating activities was $168,923 for the
three months ended September 30, 2002 as compared to $(27,833) for the same
period ended September 30, 2001. The primary use of cash from operations was to
fund operations for our EMT, fire, police segment, Internet subsidiary and
corporate operations.

     The net cash used in investing activities was $(35,699) and $(142,518), for
the three months ended September 30, 2002 and 2001, respectively.

     Net cash (used in) provided by financing activities was $(78,601) for three
months ended September 30, 2002 as compared to $103,037 for the same period in
2001.

     We anticipate our current cash resources to be adequate to fund our current
operating needs.

     Our primary source of liquidity is cash provided from operations. Our
principal uses of cash are: operations, pharmacy retail acquisitions, capital
expenditures and repayment of debt.

     During the three months ended September 30, 2002, we had an increase in
cash provided by operations due to increased earnings in our pharmacy segment
offset by losses in the fire and police segment.

Cash - At September 30, 2002, we had approximately $1.6 million in cash. We
invest available cash in highly liquid government instruments.

Accounts receivable - At September 30, 2002, we had accounts receivable of
approximately $4.0 million. Although our sales have increased, our accounts
receivables have remained the same, principally due to the fact that insurance
companies pay for most prescriptions within 5 weeks.

Debt - We had $742,948 of debt as of September 30, 2002. Our debt decreased due
to pay down. Because of our cash balances, we have not borrowed to fund
operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We do not have any material risk with respect to changes in foreign
currency exchange rates, commodities prices or interest rates. We do not believe
that we have any other relevant market risk with respect to the categories
intended to be discussed in this item of this report.

Item 4.  Controls and Procedures.

     a) Evaluation of disclosure controls and procedures. Based upon their
evaluation as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-Q/A, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures


                                       16
<PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002
                 NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Item 4.  Controls and Procedures: continued,

(as defined in Rules 13a-14(c)and 15d-14(c) under the Securities and Exchange
Act of 1934 (the "Exchange Act")) are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.

     b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in the preceding
paragraph, including any corrective actions with regard to significant
deficiencies and material weaknesses.










































                                       17
 <PAGE>
FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2002

                  NYER MEDICAL GROUP, INC. AND SUBSIDIARIES


                                     PART II



Item 1.  Legal Proceedings                            None

Item 2.  Changes in Securities and Use of Proceeds    None

Item 3.  Defaults upon Senior Securities              None

Item 4.  Submissions of Matters to Vote of
          Security Holders                            None

Item 5.  Other information

    The Company is still actively seeking to acquire medical related companies.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   99.1 Certification by Chief Executive Officer and Chief

              Financial Officer


         (b)  Reports on Form 8-K                    None


                                   SIGNATURES

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



                                           NYER MEDICAL GROUP, INC.


     Date:  July 9, 2003                  /s/ Samuel Nyer
                                              ------------
                                              Samuel Nyer,
                                              Chief Executive Officer
                                              and Principal Executive
                                              Officer







     Date:  July 9, 2003                  /s/ Karen L. Wright
                                              ---------------
                                              Karen L. Wright,
                                              Chief Financial Officer
                                              and Principal Financial
                                              Officer

                                       18
<PAGE>
CERTIFICATIONS

I, Samuel Nyer, Chief Executive Officer and Principal Executive
Officer of Nyer Medical Group, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Nyer Medical Group,
Inc.;

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

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

registrant as of, and for, the periods presented in this quarterly report;

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

      a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("the Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

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

      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.

/s/ Samuel Nyer
    Chief Executive Officer and
    Principal Executive Officer
    July 9, 2003


                                   19
<PAGE>
                     CERTIFICATIONS

I, Karen L. Wright, Chief Financial Officer and Principal
Financial Officer of Nyer Medical Group, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Nyer Medical Group,
Inc.;

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

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

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

      a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("the Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

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

      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.

/s/ Karen L. Wright
    Chief Financial Officer
    and Principal Financial Officer
    July 9, 2003



                                       20
<PAGE>
                        EXHIBIT 99.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his
capacity as an officer of Nyer Medical Group, Inc. (the "Company"), that, to his
knowledge, the Quarterly Report of the Company on Form 10-Q/A for the period
ended September 30, 2002, fully complies with the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the
financial condition and results of operation of the Company.

July 9, 2003         /s/ Samuel Nyer
                         Samuel Nyer,
                           Chief Executive Officer and
                           Principal Executive Officer

July 9, 2003        /s/  Karen L. Wright
                         Karen L. Wright
                           Chief Financial Officer and
                           Principal Financial Officer





                                       21
<PAGE>