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, 2002
OR

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

For the transition period from________ to _________

Commission File No. 000-21501

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

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

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

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

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

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

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

Documents Incorporated by Reference: None.

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

TABLE OF CONTENTS

Ex-99.1 Diasti Certification

Timothy Merrick Certification

EXPLANATORY NOTE

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

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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

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

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

Information regarding Inside Directors and Executive Officers:

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

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

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

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

Information regarding Outside Directors:

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

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

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

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     Richard T. Welch was appointed as a Director and a member of the Audit Committee of Coast Dental in November 2002 and was appointed as a member of the Special Committee in December 2002. Mr. Welch’s term as Director expires in year 2005. Since January 2000 he has been a principal of Welch Business Solutions, an independent consulting firm. Mr. Welch served in the positions of Chief Financial Officer, Treasurer and Director of Vision Twenty One, a public company, from August, 1996 to December, 1999. Mr. Welch played a key role in Vision Twenty-One’s consolidation efforts in the eye care management industry with over 40 acquisitions in 14 months adding $200 million in revenues. From December 1994 to March 1996, Mr. Welch served as Executive Vice President of Finance and Administration, and as Vice Chairman of the Board of Directors, of Sports & Recreation, Inc., a public company engaged in the business of retail sporting goods and equipment sales generating over $500 million in annual revenue, and from January 1992 to December 1994, he served as its Chief Financial Officer and a Director. Mr. Welch is a certified public accountant and graduated from Louisiana State University in 1973 with a Bachelor of Science in Management and Accounting.

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

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

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

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

Item 11. EXECUTIVE COMPENSATION

Compensation to Directors

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

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

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

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

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

Executive Compensation Tables

     The following tables provide information about executive compensation.

COMPENSATION SUMMARY TABLE

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

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

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

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

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

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

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

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

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

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

Employment Agreements

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

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

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

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

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Item 12. SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

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

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

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

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Item 13. CERTAIN TRANSACTIONS

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

Agreement with Coast P.A.

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

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

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

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

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

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

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Agreement with Dr. Adam Diasti

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

Note and Accounts Receivable from Coast P.A.

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

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

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

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

Dentist Equity Model

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

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

Supply Agreement

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

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

Dental Lab Products

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

Patient Financing-Brokerage Fees

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

Split-Dollar Life Insurance Arrangement

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

Loans to Majority Stockholders

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

Investment Banking Services and Business Advisory Services

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

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Legal Services

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

Loans

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

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

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

Item 14. CONTROLS AND PROCEDURES

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

Certifications

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

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SIGNATURES

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

By: /s/ TEREK DIASTI, DVM
TEREK DIASTI, DVM
Chief 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, DVM TEREK DIASTI, DVM Chief Executive Officer, Chairman of the Board (Principal Executive Officer)
By:	* ADAM DIASTI, DDS President and Director
By:	/s/ TIMOTHY G. MERRICK TIMOTHY G. MERRICK Vice President – Finance (Principal Financial and Accounting Officer)
By:	* DONALD R. MILLARD Director
By:	* GEOFFREY L. FAUX Director
By:	* PETER M. SONTAG Director
By:	* RICHARD T. WELCH Director
By:	* DARRELL C. SMITH Director

April 30, 2003

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

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

I, Terek Diasti, certify that:

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

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

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

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

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

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

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

I, Timothy G. Merrick, certify that:

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

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

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

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

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

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

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EXHIBIT INDEX

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

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