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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                 Annual Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 2001

                         Commission File Number: 0-22319

                            Patient InfoSystems, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                  16-1476509
            --------                                  ----------
   (State or Other Jurisdiction of                     (IRS Employer
   incorporation or organization)                      Identification
                                                       No.)
   46 Prince Street
   Rochester, New York                                   14607
   -------------------                                   -----
   (Address of principal executive offices)            (Zip Code)
       Registrant's telephone number, including area code: (585) 242-7200
  Securities registered pursuant to Section 12(b) of the Exchange Act of 1934:
                                      None.

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 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: [X] Yes [ ] No

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


      The aggregate market value of the voting and nonvoting common equity held
          by nonaffiliates of the registrant as of March 31, 2002:

         COMMON STOCK, PAR VALUE, $.01 PER SHARE- Approximately $520,000

                The number of shares outstanding of the issuer's
                       common stock as of March 31, 2002:

              COMMON STOCK, PAR VALUE, $.01 PER SHARE - 10,956,024


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


<PAGE>



                                EXPLANATORY NOTE

     The  Registrant  is  amending  its Annual  Report on Form 10-K for the year
ended December 31, 2001 to include the  information  required in Part III, Items
10 through 13,  which was  omitted in the  original  filing  pursuant to General
Instruction G(3) of this Form 10-K.

                                    PART III


Item 10. Directors and Executive Officers of the Registrant.

<TABLE>
<CAPTION>
         Name                                Title                     Age
------------------------------ ------------------------------------ ------------
<S>                                                                     <C>
Derace L. Schaffer, M.D        Chairman                                 54
Roger L. Chaufournier          CEO and Director                         44
John Pappajohn                 Director                                 73
Christine St. Andre            Chief Operating Officer                  51
Kent Tapper                    acting Chief Financial Officer           45
</TABLE>

     Derace L.  Schaffer,  M.D. , 54 (Chairman  of the Board of Directors  since
1995).  Dr.  Schaffer  has been  Chairman  of the Board and a  Director  of the
Company since its inception in February 1995.  Dr.  Schaffer is President of the
Ide  Imaging  Group,  P.C.,  as well as the Lan Group,  a venture  capital  firm
specializing  in health  care and high  technology  investments.  He serves as a
director of the following public companies:  Allion Healthcare,  Inc.;  American
Physician  Partners,  Inc.;  and Oncor,  Inc.  He is also a director  of several
private  companies,   including   Analytika,   Inc.,  Card  Systems,   Inc.  and
Logisticare, Inc. Dr. Schaffer is a board certified radiologist. He received his
postgraduate  radiology  training at Harvard  Medical  School and  Massachusetts
General Hospital, where he served as Chief Resident. Dr. Schaffer is a member of
Alpha Omega Alpha, the national medical honor society, and is Clinical Professor
of Radiology at the  University of Rochester  School of Medicine.  Dr.  Schaffer
provides services to the Company on a part-time basis.

     Roger Louis  Chaufournier,  44 (President and Chief Executive Officer since
April 1, 2000)  Prior to  joining  Patient  Infosystems,  Mr.  Chaufournier  was
President of the STAR Advisory  Group, a health care  consulting firm he founded
in 1998. From August 1996 to July 1999, Mr. Chaufournier was the Chief Operating
Officer of the Managed Care Assistance Corporation, a company that developed and
operated  Medicaid health plans.  Managed Care Assistance  Corporation filed for
protection  under the federal  bankruptcy  laws in June 2000. From 1993 to 1996,
Mr. Chaufournier was Assistant Dean for Strategic Planning for the Johns Hopkins
University School of Medicine. In addition,  Mr. Chaufournier spent twelve years
in  progressive  leadership  positions  with the  George  Washington  University
Medical  Center from 1981 to 1993.  Mr.  Chaufournier  was also  Chairman of the
Board and acting  President  of  Metastatin  Pharmaceuticals,  a privately  held
company developing therapeutics in the area of prostate cancer. Mr. Chaufournier
was a three time Examiner with the Malcolm  Baldrige  National Quality Award and
has served as the national  facilitator for the federal Bureau of Primary Health
Care chronic disease collaboratives.

     John Pappajohn, 73 (Director since 1995). Mr. Pappajohn has been a Director
of the Company since its inception in February 1995, and served as its Secretary
and Treasurer from inception through May 1995. Since 1969 Mr. Pappajohn has been
the sole  owner of  Pappajohn  Capital  Resources,  a venture  capital  firm and
President of Equity Dynamics, Inc., a financial consulting firm, both located in
Des Moines,  Iowa. He serves as a Director for the following  public  companies:
Allion Healthcare,  Inc., MC Informatics,  Inc., Pace Health Management Systems,
Inc. and American Physician Partners.

     Christine  St.  Andre,  51 (Executive  Vice  President and Chief  Operating
Officer  since  June 5, 2000) Ms.  St.  Andre has more than 20 years  experience
managing complex healthcare organizations.  From 1994 to 2000, Ms. St. Andre was
Chief Executive Officer for the University of Utah Hospitals and Clinics.  Prior
to that,  and from February 1989 to January 1994,  Ms. St. Andre served as Chief
Executive  Officer  of George  Washington  University  Medical  Center.  Ms. St.
Andre's career in health care began in the area of information technology at the
Thomas Jefferson University.

     Kent Tapper,  45 (Vice President,  Financial  Planning of the Company since
April  1999).  Mr  Tapper  has  served  as Chief  Information  Officer  and Vice
President,  Systems  Engineering  and has been with the Company since July 1995.
Mr.  Tapper  became the acting Chief  Financial  Officer of the Company in April
2000.  Prior to joining the Company and since 1992, Mr. Tapper served as Product
Manager,  Audio Response and Call Center  Platforms for Northern  Telecom,  Inc.
From 1983 to 1992, Mr. Tapper held Product Manager,  Systems Engineering Manager
and various engineering management positions with Northern Telecom.

Item 11.  Executive Compensation.

Director Compensation

     All  Directors are  reimbursed  for expenses  incurred in  connection  with
attending meetings, including travel expenses to such meetings.

     The Company's  directors are eligible to participate in the Company's Stock
Option Plan.  Pursuant to the Stock Option Plan,  non-employee  directors of the
Company  receive a one-time  grant of a  non-qualified  stock option to purchase
36,000 shares of the Company's  Common Stock at an exercise  price equal to fair
market value per share on the date of their  initial  election to the  Company's
Board of  Directors.  Such  non-qualified  stock  option  vests as to 20% of the
option grant on the first  anniversary of the grant,  and 20% on each subsequent
anniversary,  is exercisable  only during the  non-employee  director's term and
automatically  expires on the date such director's service terminates.  Upon the
occurrence  of a change of control,  as defined in the Stock  Option  Plan,  all
outstanding unvested options immediately vest.

Executive Compensation

     The  following  table  sets  forth  information  concerning  the annual and
long-term  compensation  for services in all  capacities  to the Company and its
subsidiary for each of the fiscal years ended  December 31, 2001,  2000 and 1999
for those persons who were at December 31, 2001, (i) the Chief Executive Officer
and (ii) the other two most highly compensated executive officers of the Company
who  received  compensation  in excess of $100,000  during the fiscal year ended
December 31, 2001 (the "named executive officers"):

<TABLE>
<CAPTION>
                                     Summary Compensation Table
                                                                                  Long-Term
                                                                                 Compensation
                                                                                    Awards
                                                Annual Compensation              Securities
Name and Principal Position                  Year     Salary     Bonus      Underlying Options (#)
---------------------------                  ----     ------     -----      ----------------------

<S>                                          <C>     <C>            <C>           <C>
Roger L. Chaufournier, President and Chief   2001    $196,502        -            200,000
Executive Officer (1)                        2000    $151,546        -            200,000
                                             1999        -           -               -

Christine St. Andre, Vice President, Chief   2001    $171,893        -            150,000
Operating Officer (2)                        2000     $97,885        -            150,000
                                             1999        -           -               -

Kent A. Tapper, Vice President, Financial    2001    $116,628        -            100,000
Planning                                     2000    $119,335        -               -
                                             1999    $119,130        -               -
</TABLE>

(1) Mr Chaufournier was hired as Chief Executive Officer on March 23, 2000.

(2)  Ms St. Andre was hired as Chief Operating Officer on June 5, 2000.

     The  following  table  sets forth  certain  information  regarding  options
granted to the Chief Executive  Officer and the named executive  officers of the
Company during 2001.

<TABLE>
<CAPTION>
                                                       Option Grants During 2001

                                                Individual Grants
                                                                                           Potential Realizable
                              Number of                                                  Value at Assumed Annual
                             Securities    % of Total Options                              Rates of Stock Price
                             Underlying        Granted to                                Appreciation for Option
                               Options        Employees in      Exercise    Expiration           Term (3)
           Name             Granted (#)(1)   Fiscal Year (2)  Price $/Share    Date         5% ($)        10% ($)
--------------------------- -------------- ------------------ ------------- ----------   -----------  -----------
<S>                            <C>                 <C>            <C>       <C>             <C>          <C>
Roger L. Chaufournier          200,000             37.3%          $0.188    1/26/2011       $23,646      $59,925
Christine St. Andre            150,000             28.0%          $0.188    1/26/2011       $17,735      $44,944
Kent A. Tapper                 100,000             18.6%          $0.188    1/26/2011       $11,823      $29,962
</TABLE>

(1)  Options to  purchase  135,000,  100,000 and 65,000  shares of Common  Stock
     granted  to Mr  Chaufournier,  Ms St.  Andre and Mr  Tapper,  respectively,
     vested immediately.  The balance will become exercisable at the rate of 20%
     per  year  from the  date of  grant  and have ten year  term as long as the
     optionee's  employment  with the Company  continues.  The exercise price of
     each  option is equal to the fair  market  value of the  underlying  Common
     Stock on the date of the grant, as determined by the Board of Directors.

(2)  Total number of shares of Common Stock  underlying  options  granted during
     fiscal year 2001 was 536,500.

(3)  Future  value of current  year grants  assumes  appreciation  in the market
     value of the Common Stock of 5% and 10% per year over the  ten-year  option
     period as required by the rules of the Securities  and Exchange  Commission
     and do not represent the Company's estimate or projection of actual values.
     The actual value  realized  may be greater than or less than the  potential
     realizable values set forth in the table.

     No stock options were exercised by the Chief Executive Officer or the named
executive  officers of the Company during 2001.  The following  table sets forth
certain  information  regarding  unexercised options held by the Chief Executive
Officer and the named  executive  officers of the Company at December  31, 2001.
For  additional  information  with respect to these  grants,  see "Stock  Option
Plan".

<TABLE>
<CAPTION>
                                 Aggregated Option Exercises during 2001
                                 and Option Values on December 31, 2001

                           Number of Securities Underlying          Value of Unexercised
                               Unexercised Options at              In-the-Money Options at
                                December 31, 2001(#)               December 31, 2001($)(1)
                                --------------------               -----------------------
  Name                    Exercisable      Unexercisable       Exercisable      Unexercisable
  ----                    -----------      -------------       -----------      -------------
<S>                           <C>               <C>                    <C>                  <C>
  Roger L. Chaufournier       175,000           225,000                $0                   $0
  Christine St. Andre         130,000           170,000                $0                   $0
  Kent A. Tapper              101,000            35,000                $0                   $0
</TABLE>

(1)  Calculated based upon $0.09 market value of the underlying securities as of
     December 31, 2001.
<PAGE>

                                STOCK OPTION PLAN

     The  Company's  Amended and  Restated  Stock  Option Plan (the  "Plan") was
adopted by the Board of Directors and  stockholders in May 2000. Up to 1,680,000
shares of Common Stock have been  authorized and reserved for issuance under the
Plan.  Under the Plan,  options  may be granted in the form of  incentive  stock
options  ("ISOs") or  non-qualified  stock options ("NQOs") from time to time to
salaried  employees,  officers,  directors and  consultants  of the Company,  as
determined  by  the  Compensation  Committee  of the  Board  of  Directors.  The
Compensation  Committee  determines the terms and conditions of options  granted
under the  Plan,  including  the  exercise  price.  The Plan  provides  that the
Committee  must  establish an exercise  price for ISOs that is not less than the
fair  market  value per  share at the date of the  grant.  However,  if ISOs are
granted to persons owning more than 10% of the voting stock of the Company,  the
Plan  provides  that the  exercise  price must not be less than 110% of the fair
market  value per share at the date of the grant.  The Plan also  provides for a
non-employee  director to be  entitled  to receive a one-time  grant of a NQO to
purchase 36,000 shares at an exercise price equal to fair market value per share
on the date of their initial election to the Company's Board of Directors.  Such
NQO  is  exercisable   only  during  the   non-employee   director's   term  and
automatically  expires  on the date such  director's  service  terminates.  Each
option,  whether an ISO or NQO,  must expire within ten years of the date of the
grant.

     As of December  31,  2001,  options to acquire  1,197,540  shares of Common
Stock had been granted to employees and directors of the Company.  The following
table sets forth information regarding the number of options outstanding and the
exercise price of these options.

<TABLE>
<CAPTION>
                     Number of Options
                      Outstanding at
                        12/31/2001     Exercise Price
                        ----------     --------------
<S>                      <C>              <C>
                           8,500          $    0.09
                          72,000          $    0.14
                         525,000          $    0.19
                         150,000          $    0.50
                          72,000          $    0.69
                         118,940          $    1.38
                          30,000          $    1.88
                         200,000          $    2.06
                          11,100          $    2.44
                          10,000          $    2.75
</TABLE>

     Of these options, 345,000 of the options granted on January 26, 2001 vested
immediately.  The remainder of those options and all other options granted under
the plan  vest as to 20% of the  option  grant on the first  anniversary  of the
grant, and 20% on each subsequent anniversary.

              EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL PROVISIONS

There are no employment agreements with any of the Company's executive officers.
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  executive  officers and directors,  and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange  Commission.
Based on a review of the copies of reports furnished to the Company, the Company
believes  that during the year ended  December 31, 2001 all filing  requirements
applicable to its officers,  directors  and ten percent  beneficial  owners were
met.

<TABLE>
<CAPTION>
                                                              Shares        Percentage   Options and
                                                           Beneficially    Beneficially  Convertible
                    Beneficial Owner (1)                       Owned          Owned       Securities
<S>            <C>                                           <C>              <C>           <C>
John Pappajohn (2)                                            4,197,495       36.85%        436,000
Derace L. Schaffer (3)                                        2,487,307       22.22%        236,000
Edgewater Private Equity Fund II, L.P.,
666 Grand Avenue, Suite 200
Des Moines, IA 50309                                            970,000       8.85%
Roger Louis Chaufournier (4)                                    228,000       2.04%         228,000
Christine St. Andre (5)                                         140,000       1.26%         140,000
Kent A. Tapper (6)                                              108,100         *           108,000

All directors and executive officers as a group (5 persons)   8,130,902       67.18%      1,148,000

Total Shares Outstanding                                     10,956,024
</TABLE>

     * Less than one percent.

(1)  Unless  otherwise  noted,  the address of each of the listed persons is c/o
     the Company at 46 Prince Street, Rochester, New York 14607.

(2)  Includes 360,000 shares held by Halkis,  Ltd., a sole proprietorship  owned
     by  Mr.   Pappajohn,   360,000   shares  held  by  Thebes,   Ltd.,  a  sole
     proprietorship  owned by Mr.  Pappajohn's  spouse and  360,000  shares held
     directly by Mr.  Pappajohn's  spouse.  Mr. Pappajohn  disclaims  beneficial
     ownership of the shares owned by Thebes,  Ltd. and by his spouse.  Includes
     options to purchase 36,000 shares which are either currently exercisable or
     which become exercisable within 60 days of May 10, 2002, and 400,000 Common
     Share  equivalents for the 50,000 shares of Series C Convertible  Preferred
     Stock beneficially owned as of April 30, 2002.

(3)  Includes  288,000  shares  held  by Dr.  Schaffer's  minor  children.  Also
     includes 36,000 shares which are issuable upon the exercise of options that
     are either currently exercisable or which become exercisable within 60 days
     of May 10, 1999, and 200,000 Common Share equivalents for the 25,000 shares
     of Series C Convertible  Preferred Stock beneficially owned as of April 30,
     2002.

(4)  Includes  options to purchase  228,000  shares  which are either  currently
     exercisable or which become  exercisable  within 60 days of the date of May
     10, 2001.  Does not include  172,000 shares subject to outstanding  options
     that are not exercisable within 60 days of April 30, 2002.

(5)  Includes  options to purchase  140,000  shares  which are either  currently
     exercisable or which become  exercisable  within 60 days of the date of May
     10, 2001.  Does not include  160,000 shares subject to outstanding  options
     that are not exercisable within 60 days of April 30, 2002.

(6)  Includes  options to purchase  108,000  shares  which are either  currently
     exercisable or which become  exercisable  within 60 days of April 30, 2002.
     Does not include 28,000 shares subject to outstanding  options that are not
     exercisable within 60 days of April 30, 2002.

Item 13.  Certain Relationships and Related Transactions

     In December 1999, the Company  established a credit facility for $1,500,000
guaranteed by Derace Schaffer and John Pappajohn,  two directors of the Company.
In consideration for their  guarantees,  the Company granted to Dr. Schaffer and
Mr.  Pappajohn  warrants to purchase an  aggregate  of 375,000  shares of common
stock for $1.5625 per share.  In March  2000,  the  facility  was  increased  by
$1,000,000 under substantially the same terms, also guaranteed by the same Board
members.  Additional  warrants  to purchase an  aggregate  of 250,000  shares of
Common Stock for $2.325 per share,  were granted to Dr. Derace  Schaffer and Mr.
John Pappajohn for their guarantee of this additional line of credit.

     On March 28, 2001, the Company  entered into an Amended and Restated Credit
Agreement  with Wells  Fargo Bank Iowa,  N.A.,  which  extended  the term of the
Company's credit facility to March 31, 2002 under  substantially the same terms.
Dr. Schaffer and Mr.  Pappajohn,  two directors of the Company,  guaranteed this
extension. In consideration for their guarantees,  the Company re-priced 625,000
warrants  previously  granted in connection  with prior  guarantees to $0.05 per
share,  effective April 1, 2001. The fair value of these  re-priced  warrants is
$35,735. The estimated fair value of the re-priced warrants was determined using
the Black Scholes method.

     On March 31,  2000,  the Company  completed a private  placement of 100,000
shares  of newly  issued  Series C 9%  Cumulative  Convertible  Preferred  Stock
("Series  C"),  raising  $1,000,000  in total  proceeds.  Messers  Pappajohn and
Schaffer purchased 50,000 and 25,000 shares of Series C Stock respectively.  The
proceeds from this issuance have been used to support the Company's operations.

     On June 6,  2001,  the  Company  issued  a total  of  2,319,156  shares  of
unregistered  Common Stock to Mr. Pappajohn and Dr. Schaffer as compensation for
their continued  financial support of the Company.  Based upon recent trading of
the Company's Common Stock at the time of issuance,  the Company assigned a fair
market  value of $0.15 per share or a total of  $347,873  to these  unregistered
shares and realized this amount as an operating expense in June of 2001.

     On March 28, 2002,  Wells Fargo Bank, N.A.  extended the term of the credit
facility to March 31, 2003 under  substantially the same terms. Dr. Schaffer and
Mr.  Pappajohn also guaranteed  this  extension.  As of the date of this filing,
there has been no compensation  for the continued  guarantee.  It is likely that
there  will be some form of  compensation  during  2002 in  connection  with the
extended guarantee.

     The  Company has  expended  significant  amounts to expand its  operational
capabilities  including increasing its administrative and technical costs. While
the Company has  curtailed its spending  levels,  to the extent that revenues do
not increase substantially, the Company's losses will continue and its available
capital will diminish  further.  The Company's  operations  are currently  being
funded by loans being made on a bi-weekly basis by Mr. Pappajohn,  a director of
the Company. On March 25, 2002, Messrs.  Pappajohn and Shaffer made a commitment
to the Company to obtain the operating funds that the Company  believes would be
sufficient  to fund its  operations  through  December  31,  2002  based upon an
operational forecast for the Company. As with any forward-looking projection, no
assurances can be given concerning the outcome of the Company's actual financial
status  given  the  substantial  uncertainties  that  exist.  There  can  be  no
assurances  given that  Messers.  Pappajohn  or  Schaffer  can raise  either the
required  working capital  through the sale of the Company's  securities or that
the Company can borrow the additional  amounts needed. In such instance,  if the
Company is unable to identify any additional sources of capital,  it will likely
be  forced  to cease  operations.  As a result  of the  above,  the  Independent
Auditors' Report on the Company's consolidated financial statements appearing at
Item 8 includes an emphasis  paragraph  indicating that the Company's  recurring
losses from operations raise  substantial  doubt about the Company's  ability to
continue as a going concern. The accompanying  consolidated financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized.

                                            PATIENT INFOSYSTEMS, INC.
                                            (Registrant)


Dated:  April 30, 2002                      By: /s/ Roger L. Chaufournier
                                                --------------------------------
                                            Roger Louis Chaufournier
                                            President, Chief Executive Officer