SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1
                 Annual Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the Year Ended December 31, 2000
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                             14607
(Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (716) 244-1367

               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 Exchange  Act 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 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.

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
registrant as of April 28, 2000

                COMMON STOCK, PAR VALUE, $.01 PER SHARE- $444,881

The number of shares  outstanding  of the issuer's  common stock as of April 28,
2000:

               COMMON STOCK, PAR VALUE, $.01 PER SHARE - 8,220,202

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None.
<PAGE>
                                EXPLANATORY NOTE

     The  Registrant  is  amending  its Annual  Report on Form 10-K for the year
ended December 31, 2000 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

     The names, ages, principal occupations and other information concerning the
directors and executive officers of the Company, based upon information received
from them, are set forth below.

     Derace L.  Schaffer,  M.D.,  53 (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.  and
Radiologix,  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,  43 (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.

     Carl F. Kohrt,  Ph.D., 57 (Director  since 1996).  Dr. Kohrt is currently a
Principal in a private technology consulting company,  Wateroaks Consulting LLP.
Dr.  Kohrt  retired  form  Eastman  Kodak in July  2000,  where he has served in
various  capacities  since  1971,  most  recently:   Executive  Vice  President.
Assistant Chief Operating Officer and Chief Technology Officer.

     John Pappajohn, 72 (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 Radiologix, Inc.

     Christine  St.  Andre,  50 (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, 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,  44 (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 acing Chief  Financial  Officer of the Comapny 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.

     Barbara J. McNeil, M.D., Ph.D.,  resigned from the Board of Directors as of
April 15, 2001.

                      MEETINGS OF THE BOARD AND COMMITTEES

     During  the  2000  fiscal  year  there  were 5  meetings  of the  Board  of
Directors.  Each Director  attended at least three of the aggregate total number
of the meetings of the Board of Directors held during the year.

     The Board of Directors of the Company has  appointed  two  committees:  the
Audit Committee and the Compensation Committee. The Board of Directors adopted a
new Audit  Committee  charter during 2000 which obligates the Audit Committee to
review the Company's public filings,  auditing  practices and procedures,  makes
recommendations  to management or to the Board of Directors as to any changes to
such practices and procedures  deemed necessary from time to time to comply with
applicable auditing rules, regulations and practices, and recommends independent
auditors for the Company to be elected by the stockholders.  The Audit Committee
held 3 meetings  during fiscal year 2000. The Audit  Committee  consists of John
Pappajohn,  Barbara J. McNeil and Carl F.  Kohrt.  The  Compensation  Committee,
which did not meet during 2000, meets  periodically to make  recommendations  to
the Board of Directors  concerning the  compensation and benefits payable to the
Company's  executive  officers and other  senior  executives.  The  Compensation
Committee  also  administers  the  Company's  Employee  Stock Option  Plan.  The
Compensation  Committee  consists of Derace L.  Schaffer,  Barbara J. McNeil and
Carl F. Kohrt.

                            COMPENSATION OF DIRECTORS

     During 2000, the Company paid Derace L. Schaffer $10,417 in connection with
the part-time  performance  of his duties as Chairman of the Board of Directors,
no such payments have been made after  February 1, 2000. All Directors were also
reimbursed  for  expenses  incurred  in  connection  with  attending   meetings,
including travel expenses to such meetings.  No other cash fees were paid to the
directors of the Company.

     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.

     For personal guarantees of a line of credit, the Company granted to each of
Messrs.  Pappajohn  and  Schaffer  warrants  to purchase  312,500  shares of the
Company's  Common Stock.  Details of the terms of these warrants can be found in
Item 13.

     On March 31, 2000,  Messrs.  Schaffer and  Pappajohn  purchased  25,000 and
50,000 shares of the Company's  Series C Preferred  Stock,  ("Preferred  Stock")
respectively,  at a  purchase  price  of $10 per  share.  Messrs.  Schaffer  and
Pappajohn  invested  alongside other investors who purchase an additional 25,000
shares of Preferred  Stock in connection with a private  placement  conducted by
the Company.  The Preferred Stock may be converted at any time into common stock
of the  Company  at the rate of 8 shares  of common  stock  for  every  share of
Preferred Stock.  Dividends may be payable on the Preferred Stock at the rate of
9% per annum. The fair market value of the Company's Common Stock at the time of
issuance of Series C Stock was $1.9375 per share.  The Series C Preferred  Stock
is convertible at a price equal to $1.25 per share of Common Stock  resulting in
a  discount,  or  beneficial  conversion  feature,  of $0.6875  per  share.  The
incremental  fair value of $412,500 for the 75,000  shares of Series C Preferred
issued to Messrs.  Schaffer and  Pappajohn is deemed to be the  equivalent  of a
preferred stock dividend.  The Company  recorded the deemed dividend at the date
of issuance by  offsetting  charges and credits to  additional  paid in capital,
without any effect on total stockholders'  equity. The amount increased the loss
applicable  to  common  stockholders  in the  calculation  of basic net loss per
share.

     On January  26,  2001,  Carl Kohrt and Barbara  McNeil were each  granted a
warrant to purchase  20,000 shares of the  Company's  Common Stock at a price of
$0.1875 per share.

<PAGE>
             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     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, 2000 all filing  requirements
applicable to its officers,  directors  and ten percent  beneficial  owners were
met.

ITEM 11  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, 2000,  1999 and 1998
for those persons who were at December 31, 2000, (i) the Chief Executive Officer
and (ii) the other  three most  highly  compensated  executive  officers  of the
Company who received  compensation  in excess of $100,000  during the year ended
December 31, 2000 (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(1)                     2000          $151,546               $0            200,000

Donald A. Carlberg, President and Chief      2000          $105,188               $0
Executive Officer(2)                         1999          $200,734          $25,000             50,000
                                             1998          $194,231          $25,000             20,000


Christine St. Andre, Chief Operating         2000           $97,885               $0            150,000
Officer(3)

Kent A. Tapper, Vice President, Financial    2000          $119,335               $0                  0
Planning                                     1999          $114,702               $0                  0
                                             1998          $118,039               $0                  0
</TABLE>

(1)  Mr.  Chaufournier was appointed President and Chief Executive Officer as of
     March 20, 2000.

(2)  Mr. Carlberg resigned his position as President and Chief Executive Officer
     as of March 31, 2000.

(3)  Ms. St. Andre was appointed Chief Operating Officer as of June 5, 2000.

<PAGE>

     The  following  table  sets forth  certain  information  regarding  options
granted to the Chief Executive  Officer and the named executive  officers of the
Company during 2000.

<TABLE>
<CAPTION>
                            Option Grants During 2000

                                                Individual Grants
                                                                                           Potential Realizable
                              Number of                                                  Value at Assumed Annual
                             Securities    % of Total Options                              Rates of Stock Price
                             Underlying        Granted to        Exercise                Appreciation for Option
                               Options        Employees in        Price     Expiration           Term (3)
           Name            Granted (#)(1)    Fiscal Year (2)     $/Share       Date         5% ($)      10% ($)
----------------------     --------------    ---------------     -------    ----------      ------      -------
<S>                            <C>                <C>              <C>        <C>          <C>          <C>
Roger L. Chaufournier          200,000            51.81%           $2.06      3/30/10      $259,105     $656,622

Christine St. Andre            150,000            38.86%           $0.50      8/29/10      $ 47,167     $119,531

Kent A. Tapper                    -                 -                -          -              -            -
</TABLE>

(1)  Options  typically become  exercisable at the rate of 20% per year from the
     date of grant and have ten year terms 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 options granted during fiscal year 2000 was 386,000.

(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.

     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,  2000.  The table does not give effect to grants of
options that occurred after December 31, 2000. For additional  information  with
respect to these grants, see "Stock Option Plan".

<TABLE>
<CAPTION>
                                         Aggregated Option Exercises during 2000
                                         and Option Values on December 31, 2000
                                                                   Number of securities          Value of unexercised
                                                                  underlying unexercised        in-the-money options at
                                                                        options at             December 31, 2000 ($)(1)
                                                                  December 31, 2000 (#)
                             Shares aquired       Value
           Name              on exercise (#)   realized ($)    Exercisable    Unexercisable   Exercisable   Unexercisable
---------------------        ---------------   ------------    -----------    -------------   -----------   -------------
<S>                              <C>              <C>            <C>             <C>             <C>            <C>
Donald Carlberg                  180,000          25,020            -               -              -              -
Roger Chaufournier                  -               -               -            200,000           -              -
Christine St. Andre                 -               -               -            150,000           -              -
Kent Tapper                         -               -             36,000            -            1,746            -
</TABLE>

(1)  Calculated based upon $0.1875 market value of the underlying  securities as
     of December 31, 2000.

<PAGE>

                                STOCK OPTION PLAN

     The Company's Stock Option Plan (the "Plan") was originally  adopted by the
Board of Directors  and  stockholders  in June 1995.  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 April 30, 2001,  options to acquire  1,225,340 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
                          April 30, 2001  Exercise Price
                          --------------  --------------
<S>                          <C>              <C>
                              72,000          $0.14
                             525,000          $0.19
                             150,000          $0.50
                              72,000          $0.69
                             133,340          $1.38
                              30,000          $1.88
                             200,000          $2.06
                               5,000          $2.19
                              24,000          $2.44
                              14,000          $2.75
</TABLE>

     Of these options, 345,000,  exercisable for $0.1875 per share, were granted
as of January 26, 2001 to certain  officers  and key members of  management  and
vested immediately in lieu of a cash bonus. The remainder of the options granted
on January 26, 2001 and all other options  granted under the Plan vest to extent
of 20% of the option  grant on the first  anniversary  of the grant,  and 20% on
each subsequent anniversary.

     Included in the options  are grants made to the  following  officers of the
Company:  (i) on March 30,  2000  Roger L.  Chaufournier,  the  Chief  Executive
Officer of the Company,  was granted 200,000 stock options exercisable at $2.06,
which  vest at the  rate of 20% per year  from the date of grant  and have a ten
year term; (ii) on January 26, 2001 Roger L.  Chaufournier,  the Chief Executive
Officer of the Company, was granted 200,000 stock options exercisable at $.1875,
135,000 vested  immediately and the remaining 65,000 vest at the rate of 20% per
year from the date of grant and have a ten year term;  (iii) on August 29,  2000
Christine St. Andre,  the Chief  Operating  Officer of the Company,  was granted
150,000 stock options  exercisable  at $0.50,  which vest at the rate of 20% per
year from the date of grant and have a ten year term;  (iv) on January  26, 2001
Christine St. Andre,  the Chief  Operating  Officer of the Company,  was granted
150,000 stock options exercisable at $0.1875, 100,000 vested immediately and the
remaining  50,000  vest at the rate of 20% per year  from the date of grant  and
have a ten year term;  (v) on January 26, 2001 Kent A. Tapper,  the acting Chief
Financial Officer of the Company,  was granted 100,000 stock options exercisable
at $0.1875,  65,000 vested immediately and the remaining 35,000 vest at the rate
of 20% per year from the date of grant and have a ten year term. In addition, on
March 23, 2000 the Company  granted to each of Messrs.  Pappajohn  and Schaffer,
Directors of the Company,  warrants to purchase  125,000 shares of the Company's
Common  Stock at an exercise  price of $2.325 per share (see Item 13) and have a
five year term. On January 26, 2001 Barbara McNeil and Carl Kohrt,  directors of
the  Company,  were each  granted  warrants  to  purchase  20,000  shares of the
Company's  Common Stock at an exercise price of $0.1875 per share and have a one
year term.

                              EMPLOYMENT CONTRACTS

     The Company has entered into a Letter  Agreement  dated March 30, 2000 with
Roger  Louis  Chaufournier  pursuant  to which  Mr.  Chaufournier  serves as the
Company's President and Chief Executive Officer.  The Letter Agreement calls for
Mr.  Chaufournier  to receive a base salary of $200,000 per year. Upon execution
of the Letter Agreement,  Mr. Chaufournier  received an option to purchase up to
200,000  shares of Common Stock of the Company at an exercise price of $2.06 per
share.  The option has a ten-year  term and vests at a rate of 20% per year over
five years. The option,  therefore,  will be fully  exercisable  after the first
five years of employment.

     On March 30,  2000,  the  Company  entered  into a  Severance  and  Release
Agreement with Donald  Carlberg,  Chief  Executive  Officer of the Company.  The
Company paid to Mr. Carlberg severance pay in the gross amount of $58,763.

<PAGE>

                      REPORT OF THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS

     In  2000,  the  compensation  for  the  Company's  executive  officers  was
determined  by the Board in light of the  responsibilities  involved  in further
developing the Company's business operations, developing its initial and ongoing
customer   relationships  and  advancing  patient  information   programs.   The
compensation  for  Mr.  Chaufournier  was  determined  in  2000  by  arms-length
negotiations  between  members of the Board of  Directors of the Company and Mr.
Chaufournier.  The  compensation  for Ms. St. Andre was  established by the full
Board of Directors.  The Compensation Committee believes that the amounts agreed
upon  reflects  fair  compensation  for an  executive  with the  experience  and
capabilities that are possessed by each of Mr. Chaufournier and Ms. St. Andre.

     The  Compensation  Committee  evaluates the  performance  of each executive
officer of the  Company  in the  context  of the goals and  challenges  that the
Company faces over the next year. The  determinations as to salary and bonus are
made in a  context  of the  challenges  faced  by the  Company,  the  individual
performance  of the  individual  and the salaries of executives  at  comparative
companies in the Company's industry.

                                                             Dr. Derace Schaffer
                                                               Dr. Carl F. Kohrt

<PAGE>

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  consisted of Derace L.  Schaffer,  Barbara J.
McNeil and Carl F. Kohrt for the year ended  December  31,  2000.  None of these
individuals was at any time during fiscal year 2000 or any other time an officer
or employee of the  Company.  No  executive  officer of the Company  serves as a
member of the board of directors or  compensation  committee of any other entity
that has one or more  executive  officers  serving as a member of the  Company's
Board of Directors or Compensation Committee.

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of the shares of the Company's  Common Stock as of April 30, 2000, (i)
by each person the Company knows to be the beneficial owner of 5% or more of the
outstanding  shares of Common Stock,  (ii) the Chief Executive  Officer and each
named executive officer listed in the Summary  Compensation  Table above,  (iii)
each  director of the Company and (iv) all  executive  officers and directors of
the Company as a group.

<TABLE>
<CAPTION>
                                                         Shares       Percentage
                                                      Beneficially    Beneficially
            Beneficial Owner (1)                          Owned          Owned
            --------------------                          -----          -----
<S>                                                     <C>             <C>
John Pappajohn (2)............................          2,320,980        25.88%
Derace L. Schaffer (3)........................          2,253,000        25.69%
Edgewater Private Equity Fund II, L.P.,
  666 Grand Avenue, Suite 200
  Des Moines, IA 50309                                    970,000        11.80%
Roger Louis Chaufournier (4)..................            175,000        2.08%
Kent A. Tapper (5)............................            101,100        1.21%
Christine St. Andre (6).......................            100,000        1.20%
Barbara J. McNeil (7).........................             56,000          *
Carl F. Kohrt (7).............................             56,000          *

All directors and executive officers as a               5,062,080       50.59%
group (7 persons)(8).........................
</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, Inc. 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,  Inc.  and by his spouse.  Includes (i) options to
     purchase 36,000 shares that are either currently exercisable or that become
     exercisable  within 60 days of April 30, 2001; (ii) 312,500 shares that are
     issuable  upon  the  exercise  of  warrants   that  are  either   currently
     exercisable  or that become  exercisable  within 60 days of April 30, 2001;
     and (iii) 400,000  shares of Common Stock  issuable upon the  conversion of
     Series C Convertible Preferred Stock.

(3)  Includes  288,000  shares  held  by Dr.  Schaffer's  minor  children.  Also
     includes (i) 36,000  shares that are issuable  upon the exercise of options
     that are either currently  exercisable or that become exercisable within 60
     days of April 30,  2001;  (ii) 312,500  shares that are  issuable  upon the
     exercise of warrants that are either  currently  exercisable or that become
     exercisable  within 60 days of April 30, 2001 and (iii)  200,000  shares of
     Common Stock issuable upon the conversion of Series C Convertible Preferred
     Stock.

(4)  Includes  options to  purchase  175,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of April 30, 2001.
     Does not include 225,000 shares subject to outstanding options that are not
     exercisable within 60 days of April 30, 2001.

(5)  Includes  options to  purchase  101,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of April 30, 2001.
     Does not include 35,000 shares subject to outstanding  options that are not
     exercisable within 60 days of April 30, 2001.

(6)  Includes  options to  purchase  100,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of April 30, 2001.
     Does not include 50,000 shares subject to outstanding  options that are not
     exercisable within 60 days of April 30, 2001.

(7)  Includes  options and  warrants to purchase  56,000  shares that are either
     currently  exercisable or that become  exercisable  within 60 days of April
     30, 2001.

(8)  Includes  600,000  shares of Common Stock  issuable upon the  conversion of
     Series C  Convertible  Preferred  Stock as well as options and  warrants to
     purchase  1,185,000  shares that are either  currently  exercisable or that
     become  exercisable  within 60 days of April  30,  2001.  Does not  include
     310,000  shares  subject to  outstanding  options and warrants that are not
     exercisable within 60 days of April 30, 2001.

ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In December  1999, the Company  established a credit  facility with Norwest
Bank  Iowa,  National  Association  for  $1.5  million  (the  "Original  Line of
Credit"). Two of the Company's directors,  John Pappajohn and Derace L. Schaffer
provided  personal  guarantees  for the Original  Line of Credit (the  "Original
Guarantees").  In March 2000,  the  Original  Line of Credit was  increased to a
total of $2.5 million and also guaranteed by Messrs. Pappajohn and Schaffer (the
"Additional Guarantees").

     In consideration of the Original Guarantees, the Company granted to each of
Messrs.  Pappajohn  and  Schaffer  warrants  to purchase  187,500  shares of the
Company's Common Stock at an exercise price of $1.5625 per share,  which was the
closing  price  of  the  Company's   Common  Stock  on  December  28,  1999.  In
consideration  of the  Additional  Guarantees,  the  Company  granted to each of
Messrs.  Pappajohn  and  Schaffer  warrants  to purchase  125,000  shares of the
Company's  Common Stock at an exercise price of $2.375 per share,  which was the
closing price of the Company's Common Stock on March 21, 2000.

     No assurance can be given that Messrs.  Pappajohn and Schaffer will provide
any additional guarantees in the future.

     On March 31, 2000,  Messrs.  Schaffer and  Pappajohn  purchased  25,000 and
50,000 shares of the Company's  Series C Preferred  Stock,  ("Preferred  Stock")
respectively,  at a  purchase  price  of $10 per  share.  Messrs.  Schaffer  and
Pappajohn  invested  alongside other investors who purchase an additional 25,000
shares of Preferred  Stock in connection with a private  placement  conducted by
the Company.  The Preferred Stock may be converted at any time into common stock
of the  Company  at the rate of 8 shares  of common  stock  for  every  share of
Preferred Stock.  Dividends may be payable on the Preferred Stock at the rate of
9% per annum. The fair market value of the Company's Common Stock at the time of
issuance of Series C Stock was $1.9375 per share.  The Series C Preferred  Stock
is convertible at a price equal to $1.25 per share of Common Stock  resulting in
a  discount,  or  beneficial  conversion  feature,  of $0.6875  per  share.  The
incremental  fair value of $412,500 for the 75,000  shares of Series C Preferred
issued to Messrs.  Schaffer and  Pappajohn is deemed to be the  equivalent  of a
preferred stock dividend.  The Company  recorded the deemed dividend at the date
of issuance by  offsetting  charges and credits to  additional  paid in capital,
without any effect on total stockholders'  equity. The amount increased the loss
applicable  to  common  stockholders  in the  calculation  of basic net loss per
share.

     Between  August 20, 2000 and  December  31,  2000 the  Company  borrowed an
aggregate of  $1,171,000  from  Messers.  Pappajohn  and Schaffer in the form of
demand notes  intended to be secured by the assets of the  Company.  The Company
anticipates  that it will need to borrow  additional  funds before it can secure
capital  through the  issuance of  additional  securities.  From January 1, 2001
through  March 31,  2001,  an  additional  $660,000 has been  borrowed  from Mr.
Pappajohn under  substantially  the same terms. The Company's  current directors
have no  obligation  to continue to provide  funds.  There can be no  assurances
given that the  Company  can borrow the  additional  amounts  needed or that the
Company  can  sell  additional  securities.  If  Mr.  Pappajohn  fails  to  make
additional  funds  available  to the Company it will likely be required to cease
operations.

<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, 2001                   By:/s/Roger L. Chaufournier
                                            ----------------------------------
                                            Roger Louis Chaufournier
                                            President, Chief Executive Officer