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

                                    FORM 10Q



[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:             March 31, 2001
                                 -----------------------------------------------



                                       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 number:             0-22319
                         -------------------------------------------------------

                            PATIENT INFOSYSTEMS, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                   16-1476509
          --------                                   ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                      46 Prince Street, Rochester, NY 14607
                      -------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (716) 242-7200
                                 --------------
              (Registrant's telephone number, including area code)


     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 last 90 days. Yes [X] No [ ]

         As of May 15, 2001, 8,220,202 common shares were outstanding.


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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements



ASSETS                                                                      March 31, 2001   December 31, 2000
                                                                            --------------   -----------------
CURRENT ASSETS:
                                                                                        
  Cash and cash equivalents                                                    $70,989             $28,231
  Accounts receivable                                                          344,446             411,436
  Prepaid expenses and other current assets                                    109,836             166,167
                                                                         ----------------------------------
        Total current assets                                                   525,271             605,834

PROPERTY AND EQUIPMENT, net                                                    744,733             827,050

Debt issuance costs (net of accumulated amortization of $857,500 and              -                192,750
$664,750)
Intangible assets (net of accumulated amortization of $192,007 and             430,717             466,610
$156,113)
Other assets                                                                   200,000             200,000
                                                                         ----------------------------------

TOTAL ASSETS                                                               $ 1,900,721         $ 2,292,244
                                                                         ==================================

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                            $287,431            $233,545
  Accrued salaries and wages                                                   252,201             176,158
  Borrowings from directors                                                  1,831,000           1,171,000
  Line of credit                                                             2,500,000                -
  Accrued expenses                                                             299,145             238,561
  Deferred revenue                                                             158,318             161,961
                                                                         ----------------------------------
        Total current liabilities                                            5,328,094           1,981,225
                                                                         ----------------------------------

LINE OF CREDIT                                                                    -              2,500,000

STOCKHOLDERS' (DEFICIT) EQUITY:
  Common stock - $.01 par value:  shares authorized:
      20,000,000; issued and outstanding: March 31,
     2001 - 8,220,202; December 31, 2000 - 8,220,202                            82,202              82,202
  Preferred stock - $.01 par value:  shares authorized: 5,000,000
    Series C, 9% cumulative, convertible
      issued and outstanding - 100,000                                           1,000               1,000
  Additional paid-in capital                                                24,016,798          24,016,798
  Accumulated other comprehensive income                                         1,805               1,805
  Accumulated deficit                                                     (27,529,178)        (26,290,786)
                                                                         ----------------------------------
        Total stockholders' (deficit) equity                               (3,427,373)         (2,188,981)
                                                                         ----------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY                       $ 1,900,721         $ 2,292,244
                                                                         ==================================

See notes to unaudited condensed consolidated financial statements.






PATIENT INFOSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                     Three Months Ended
                                                          March 31,
                                                  2001                 2000
                                                  ----                 ----

REVENUES
                                                          
  Operations Fees                             $ 344,242            $ 584,181
  Development Fees                               29,285                4,000
  Licensing Fees                                 26,500               12,399
                                         ------------------------------------

       Total revenues                           400,027              600,580
                                         ------------------------------------

COSTS AND EXPENSES
  Cost of sales                                 707,292            1,166,062
  Sales and marketing                           224,919              414,111
  General and administrative                    546,182              561,434
  Research and development                       53,326               85,552
                                         ------------------------------------

        Total costs and expenses              1,531,719            2,227,159
                                         ------------------------------------

OPERATING LOSS                              (1,131,692)          (1,626,579)

OTHER EXPENSE                                  (84,201)              (8,327)
                                         ------------------------------------

NET LOSS                                    (1,215,893)          (1,634,906)
                                         ------------------------------------

CONVERTIBLE PREFERRED STOCK DIVIDENDS          (22,500)            (550,000)
                                         ------------------------------------

NET LOSS ATTRIBUTABLE TO
  COMMON STOCKHOLDERS                     $ (1,238,393)         $(2,184,906)
                                         ====================================

NET LOSS PER SHARE - BASIC
   AND DILUTED                                 $ (0.15)             $ (0.27)
                                         ====================================

WEIGHTED AVERAGE COMMON  SHARES               8,220,202            8,040,202
                                         ====================================


See notes to unaudited condensed consolidated financial statements.



PATIENT INFOSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                                   Three Months      Three Months
                                                                                      Ended             Ended
                                                                                  March 31, 2001    March 31, 2000

OPERATING ACTIVITIES:
                                                                                              
  Net loss                                                                      $ (1,215,893)       $ (1,634,906)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                                   317,296             223,911
      Gain on sale of property                                                          (305)                -
      Compensation expense related to issuance of stock warrants                         -                  1,042
      Decrease (increase) in accounts receivable, net                                  66,990            (38,286)
      Decrease in prepaid expenses and other current assets                            56,331              45,336
      Decrease in other assets                                                           -                 18,861
      Increase (decrease) in accounts payable                                          53,886           (269,747)
      Increase in accrued salaries and wages                                           76,043             147,624
      Increase in accrued expenses                                                     38,084              10,799
      (Decrease) increase in deferred revenue                                         (3,643)              98,024
                                                                                      -------              ------

            Net cash used in operating activities                                   (611,210)         (1,397,342)
                                                                                    ---------         -----------

INVESTING ACTIVITIES:
  Property and equipment additions                                                    (6,831)            (20,003)
  Proceeds form the sale of property                                                      800               -
                                                                                         -                  -

          Net cash used in investing activities                                       (6,031)            (20,003)
                                                                                      -------            --------

FINANCING ACTIVITIES:
  Proceeds from issuance of common and preferred stock, net                              -              1,000,000
  Borrowing from directors                                                            660,000                -
  Line of credit borrowings                                                              -              2,000,000
                                                                                     --------           ---------

            Net cash provided by financing activities                                 660,000           3,000,000
                                                                                     --------           ---------

NET INCREASE IN CASH AND CASH  EQUIVALENTS                                             42,759           1,582,655

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                                                  28,231             489,521
                                                                                      -------             -------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                                      $ 70,989         $ 2,072,176
                                                                                    =========         ===========

Supplemental disclosures of non-cash information
  Dividend delared on Class C Convertible Preferred Stock                            $ 22,500               $-
                                                                                    =========           =========

  Value of beneficial conversion feature on Class C Convertible Preferred Stock
    recognized as a dividend                                                            $-               $550,000
                                                                                    =========            ========

See notes to unaudited condensed consolidated financial statements.



PATIENT INFOSYSTEMS, INC.

Notes to Unaudited Condensed  Consolidated  Financial  Statements for the period
ended March 31, 2001

1.   The accompanying  condensed consolidated financial statements for the three
     month  periods  ended March 31, 2001 and March 31, 2000 are  unaudited  and
     reflect all adjustments  (consisting only of normal recurring  adjustments)
     which are, in the opinion of management,  necessary for a fair presentation
     of the financial  position and operating  results for the interim  periods.
     These unaudited condensed  consolidated financial statements should be read
     in conjunction with the audited consolidated financial statements and notes
     thereto,  together with  management's  discussion and analysis of financial
     condition  and results of  operations  contained  in the  Company's  Annual
     Report  on  Form  10-K  for the  year  ended  December  31,  2000.  Certain
     reclassifications  of  2000  amounts  have  been  made to  conform  to 2001
     presentations.  The results of operations  for the three months ended March
     31, 2001 are not necessarily  indicative of the results for the entire year
     ending December 31, 2001.

2.   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.  Schaffer  and Mr.  Pappajohn  for their  guarantee  of this
     additional  line of credit.  The  estimated  fair value of the  warrants at
     March 31, 2000 is  approximately  $857,500 based on the  application of the
     Black Scholes option pricing model which incorporates  current stock price,
     expected stock price volatility,  expected interest rates, and the expected
     holding period of the warrant.  The Company  completed the  amortization of
     $857,500 as debt issuance expense as of March 31, 2001.

     Effective  April 1, 2001, the Company  entered into an Amended and Restated
     Credit  Agreement with Wells Fargo Bank Iowa, N.A., which extended the term
     of the  credit  facility  to March 31,  2002 under  substantially  the same
     terms.  Dr. Schaffer and Mr.  Pappajohn also guaranteed this extension.  In
     consideration  for their  extended  guarantees,  the Company  re-priced the
     625,000 warrants  previously granted in connection with prior guarantees to
     $0.05 per share. The net value of these re-priced warrants is $35,735.  The
     Company  intends to fully amortize this amount as debt issuance costs using
     a straight-line  method over the 12-month period ending March 31, 2002. The
     estimated  fair value of the re-priced  warrants was  determined  using the
     Black Scholes method.

3.   The Company borrowed $660,000 for working capital from Mr. Pappajohn during
     the three month period  ended March 31,  2001.  From March 31, 2001 through
     May 14,  2001,  the  Company  borrowed  an  additional  $330,000  from  Mr.
     Pappajohn.  A total of $2,161,000 has been borrowed from Mr.  Pappajohn and
     Dr. Schaffer,  all of which is secured by the assets of the Company.  There
     can be no  assurances  that  Mr.  Pappajohn  will  continue  to make  funds
     available to the Company. If such funds are not available, the Company will
     cease operations.

4.   The  calculations  for the basic and diluted loss per share were based upon
     loss attributable to common stockholders of $1,238,393 and $2,184,906 and a
     weighted average number of common shares of 8,220,202 and 8,040,202 for the
     three-month periods ended March 31, 2001 and 2000 respectively. Options and
     warrants  to  purchase  shares of Common  Stock  were  outstanding  but not
     included in the  computation of diluted loss per share for the  three-month
     periods  ended March 31, 2001 and 2000  because the effect  would have been
     antidilutive due to the net loss in those periods.

5.   The accompanying unaudited condensed consolidated financial statements have
     been prepared on a going concern basis,  which contemplates the realization
     of assets and the  satisfaction  of  liabilities  in the  normal  course of
     business.  As shown in the accompanying  unaudited  condensed  consolidated
     financial  statements,  the Company incurred a net loss for the three-month
     period ended March 31, 2001 of $1,215,893 and had an accumulated deficit of
     $27,529,178  at March 31, 2001.  These  factors,  among others may indicate
     that the  Company  will be  unable to  continue  as a going  concern  for a
     reasonable period of time.

     The unaudited condensed  consolidated  financial  statements do not include
     any adjustments relating to the recoverability of assets and classification
     of  liabilities  that might be  necessary  should the  Company be unable to
     continue as a going concern.  The Company's  ability to continue as a going
     concern is dependant upon its ability to generate  sufficient  cash flow to
     meet its  obligations.  Management  is currently  assessing  the  Company's
     operating   structure  for  the  purpose  of  reducing  ongoing   expenses,
     increasing  sources of revenue and is  negotiating  the terms of additional
     debt or equity financing.






Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.

     Management's  discussion  and analysis  provides a review of the  Company's
operating results for the three-month periods ended March 31, 2001 and March 31,
2000 and its financial  condition at March 31, 2001. The focus of this review is
on the underlying  business reasons for significant changes and trends affecting
the revenues,  net earnings and financial condition of the Company.  This review
should  be  read  in  conjunction  with  the  accompanying  unaudited  condensed
consolidated financial statements.

     In an effort to give investors a well-rounded view of the Company's current
condition and future opportunities,  this Quarterly Report on Form 10-Q includes
forecasts by the  Company's  management  about future  performance  and results.
Because they are forward-looking,  these forecasts involve uncertainties.  These
uncertainties  include the  Company's  ability to continue its  operations  as a
result of, among other things,  continuing losses,  working capital short falls,
uncertainties with respect to sources of capital,  risks of market acceptance of
or preference for the Company's systems and services,  competitive  forces,  the
impact of, changes in government  regulations,  general  economic factors in the
healthcare  industry and other factors  discussed in the Company's  filings with
the Securities and Exchange Commission  including the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.

Results of Operations

     Revenues

     Revenues  consist  of  revenues  from  operations,   development  fees  and
licensing fees.  Revenues  decreased from $600,580 during the three months ended
March 31, 2000 to $400,027 during the three months ended March 31, 2001, or 33%.


                                            Three Months Ended
                                                 March 31,
Revenues                                    2001           2000
--------                                    ----           ----
Operations Fees
                                                  
  Disease Management and Compliance      $ 137,177      $ 171,757
  Surveys                                   50,121        130,409
  Demand Management                        138,944        232,762
  Other                                     18,000         49,253
                                       ---------------------------
Total Operations Fees                      344,242        584,181
Development Fees                            29,285          4,000
Licensing Fees                              26,500         12,399
                                       ---------------------------

Total Revenues                           $ 400,027      $ 600,580
                                       ---------------------------


     Operations  revenues are generated as the Company provides  services to its
customers.  Operations  revenues decreased from $584,181 during the three months
ended March 31, 2000 to $344,242  during the three  months ended March 31, 2001.
Operations  revenues  continue  to be the  primary  source  of  revenue  for the
Company.  Operations revenues declined because of the termination of assignments
for the conduct of surveys as a result of the elimination of a Medicare  product
by two of  the  Company's  primary  customers  and  the  completion  of  several
compliance programs which have not been replaced by new programs.

     The Companies revenue has continued to decline. The Company has established
relationships  with several new  customers  and entered  into a joint  marketing
relationship  with one of its  strategic  partners.  While  revenues  from these
relationships  have been realized and are expected to grow, no assurances can be
given that such revenues will be material to the Company's results of operations
and  financial  condition.   The  Company  has  identified  other  possible  new
customers,  but there can be no assurance that such  prospects  will  contribute
revenue in the near term, if at all.

     Development  fee  revenues   increased  from  $4,000  to  $29,285  for  the
three-month  periods ended March 31, 2000 and 2001  respectively.  This increase
was due to increased  focus on  development  of new  programs.  Development  fee
revenue  represents  the amounts that the Company  charges its customers for the
development of customized programs for which it anticipates  on-going operations
revenues.   The  Company  has  entered  into  new  development   agreements  but
anticipates that revenue from program  development will remain immaterial in the
future.

     License fee revenues recognized from the Case Management Support System was
$26,500 and $12,399 for the  three-month  periods  ended March 31, 2001 and 2000
respectively.  The Company has not entered into any new licensing agreements for
its Case  Management  Support  System and the  revenue  for the  current  period
reflects ongoing revenue from the existing agreements.

     Costs and Expenses

     Cost of sales include salaries and related  benefits,  services provided by
third  parties,  and  other  expenses  associated  with the  implementation  and
delivery of the  Company's  standard  and  customized  population,  demand,  and
disease management programs.  Cost of sales for the three months ended March 31,
2001 was $707,292 as compared to  $1,166,062  for the  three-month  period ended
March 31, 2000. The decrease in these costs primarily reflects a response to the
decreased level of population and disease management operational activities. The
Company's gross margin  continues to be negative.  The Company  anticipates that
revenue must increase before it will recognize  economies of scale. No assurance
can be given that  revenues  will increase or that, if they do, they will exceed
costs and expenses.

     Sales  and  marketing  expenses  consist  primarily  of  salaries,  related
benefits,  travel costs,  sales materials and other marketing  related expenses.
Sales and  marketing  expenses  for the three  months  ended March 31, 2001 were
$224,919  as compared to $414,111  for the  three-month  period  ended March 31,
2000.  Spending in this area has decreased due to the termination of staff.  The
Company  anticipates  expansion of the Company's  sales and marketing  staff and
expects it will continue to invest in the sales and marketing process,  and that
such expenses related to sales and marketing may increase in future periods.

     General  and  administrative   expenses  include  the  costs  of  corporate
operations,  finance and accounting, human resources and other general operating
expenses of the  Company.  General  and  administrative  expenses  for the three
months  ended March 31,  2001 were  $546,182,  as  compared to $561,434  for the
three-month  period ended March 31, 2000. These  expenditures have been incurred
to  maintain  the  corporate  infrastructure  necessary  to support  anticipated
program operations.  The decrease in these costs during the period reflected the
amortization  of  $857,500  in debt  issuance  cost for the  establishment  of a
$2,500,000  line of credit  during the three months  ended March 31, 2001.  This
cost  represents  a  non-cash  adjustment  related to the fair  market  value of
warrants  to  purchase  the  Company's  common  stock,  which were issued to Mr.
Pappajohn and Dr. Schaffer in consideration for their guarantee of the debt. The
amortization  expense  recorded  was $86,500 and  $192,750  for the  three-month
periods  ended  March 31, 2000 and 2001  respectively.  Without  these  charges,
general and administrative  costs would have decreased from $474,934 to $353,432
for the  three-month  periods  ended March 31, 2000 and 2001  respectively.  The
$857,500  debt  issuance  cost was fully  amortized  as of March 31,  2001.  The
Company  anticipates  that an  additional  debt issuance cost of $73,063 will be
amortized  over the 12 month period  ending March 31, 2002,  for a re-pricing of
the original  warrants in consideration for a 12 month extension of guarantee by
Mr.  Pappajohn  and  Dr.   Schaffer.   The  Company  expects  that  general  and
administrative expenses will remain relatively constant in future periods.

     Research and development expenses consist primarily of salaries and related
benefits and  administrative  costs  associated  with the development of certain
components of the Company's integrated  information capture and delivery system,
as well as development of the Company's standardized disease management programs
and the Company's Internet based technology  products.  Research and development
expenses for the three months ended March 31, 2001 were $53,326,  as compared to
$85,552 for the three months ended March 31, 2000.

     The Company  recorded other expenses of $84,201 for the three-month  period
ended  March 31, 2001 as compared  to $8,327 for the  three-month  period  ended
March 31, 2000, principally due to the increase of interest expenses on debt.

     The Company had a net loss  attributable to the common  shareholders  after
preferred  stock  dividends,  of $1,238,393 and  $2,184,906 for the  three-month
periods ended March 31, 2001 and 2000  respectively.  This represents a net loss
per common  share of $.15 for the first  quarter of 2001,  as  compared to a net
loss of $.27 per common share in the first quarter of 2000. The preferred  stock
dividends in 2000 include a beneficial conversion feature for the 100,000 shares
of Series C Stock of $550,000.

     Liquidity and Capital Resources

     At March 31, 2001 the Company had a working  capital  deficit of $4,802,823
as compared to  $1,375,391  at December 31, 2000.  Through  March 31, 2001 these
amounts  reflect  the  effects  of the  Company's  continuing  losses as well as
increased  borrowings,  $2,500,000  of which was  considered  to be a  long-term
liability at December 31, 2000 but is classified as a current liability at March
31, 2001. Since its inception,  the Company has primarily funded its operations,
working  capital  needs  and  capital  expenditures  from  the  sale  of  equity
securities. The Company completed an initial public offering of its common stock
on January 8, 1997,  at which time,  it generated net proceeds to the Company of
$16,314,048.

     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.  These  shares  can be
converted  into Common Stock at a rate of 8 shares of Common Stock to 1 share of
Series C Preferred Stock.  Each Series C share has voting rights equivalent to 8
shares of Common Stock  (800,000  shares).  The proceeds from this issuance were
used to support the Company's operations. 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 as 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 total  amount of this  beneficial  conversion  feature
($550,000) is deemed to be the  equivalent of a preferred  stock  dividend.  The
Company  recorded  the deemed  dividend at the date of  issuance  by  increasing
accumulated  deficit and increasing  additional  paid-in  capital.  Accordingly,
there was no net effect on total stockholders' equity.

     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.  Schaffer  and Mr.
Pappajohn for their guarantee of this  additional line of credit.  The estimated
fair value of the warrants at March 31, 2000 was approximately $857,500 based on
the  application of the Black Scholes  option  pricing model which  incorporates
current stock price,  expected stock price volatility,  expected interest rates,
and the  expected  holding  period of the  warrant.  The Company  completed  the
amortization of $857,500 as debt issuance expense as of March 31, 2001.

     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
credit  facility  to March 31,  2002 under  substantially  the same  terms.  Dr.
Schaffer and Mr. Pappajohn also guaranteed this extension.  In consideration for
their extended guarantees, the Company re-priced the 625,000 warrants previously
granted in connection with prior guarantees to $0.05 per share,  effective April
1, 2001.  The  Company  assigned a fair  value of  $73,875 to the  warrants  and
intends to fully  amortize  this expense using a  straight-line  method over the
12-month period ending March 31, 2002. The estimated fair value of the re-priced
warrants was determined as $46,500, or $0.0774 per share using the Black Scholes
method and because recent sales of Company's  Common Stock at April 1, 2001 were
$0.0938 per share, a beneficial  conversion  feature of $27,375,  or $0.0438 per
share.

     The Company borrowed $660,000 for working capital from Mr. Pappajohn during
the three month period ended March 31, 2001. From March 31, 2001 through May 14,
2001, the Company borrowed an additional $330,000 from Mr. Pappajohn. A total of
$2,161,000 has been borrowed from Mr. Pappajohn and Dr.  Schaffer,  all of which
is secured by the assets of the  Company.  There can be no  assurances  that Mr.
Pappajohn  will continue to make funds  available to the Company.  If such funds
are not available, the Company will cease operations.

     The  Company has  expended  substantial  amounts to expand its  operational
capabilities  and  strengthen  its  infrastructure,  which at the same  time has
increased its  administrative  and technical  costs. In addition,  the Company's
cash has been  steadily  depleted as a result of operating  losses.  The Company
anticipates  that its  losses  will  continue  and,  but for the loans  from Mr.
Pappajohn,  the Company has no available capital.  Accordingly,  the Company has
been  required  to seek  capital to  maintain  its  operations.  The  Company is
continuing its efforts to raise additional capital privately through the sale of
convertible  preferred  stock in a private  placement  to  accredited  investors
through the efforts of its officers  and  directors.  No assurance  can be given
that the Company will  successfully  raise the necessary  funds.  Any additional
financing,  which includes the issuance of additional securities of the Company,
may be dilutive to the Company's existing stockholders. If the Company is unable
to identify additional capital, it will be required to cease operations.


     Inflation

     Inflation did not have a significant  impact on the Company's  costs during
the three periods ended March 31, 2001 and March 31, 2000. The Company continues
to monitor  the impact of  inflation  in order to minimize  its effects  through
pricing strategies, productivity improvements and cost reductions.

     Forward Looking Statements

     When used in this and in future  filings by the Company with the Securities
and Exchange Commission,  in the Company's press releases and in oral statements
made with the approval of an authorized  executive  officer of the Company,  the
words or phrases "will likely result,"  "expects," "plans," "will continue," "is
anticipated,"  "estimated,"  "project,"  or  "outlook"  or  similar  expressions
(including  confirmations by an authorized  executive  officer of the Company of
any such  expressions  made by a third party with  respect to the  Company)  are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities  Litigation Reform Act of 1995. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements, each
of which speak only as of the date made.  Such statements are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from  historical  earnings and those presently  anticipated or projected.  These
uncertainties  include the  Company's  ability to continue its  operations  as a
result of, among other things,  continuing losses,  working capital short falls,
uncertainties with respect to sources of capital,  risks of market acceptance of
or preference for the Company's systems and services,  competitive  forces,  the
impact of, changes in government  regulations,  general  economic factors in the
healthcare  industry and other factors  discussed in the Company's  filings with
the Securities and Exchange Commission  including the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. The Company has no obligation to
publicly  release  the  result  of  any  revisions,  which  may be  made  to any
forward-looking  statements to reflect  anticipated or  unanticipated  events or
circumstances occurring after the date of such statements.

     Accounting Pronouncements


     During  the  first  quarter  of 2001,  the  Company  adopted  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting  for  Derivative
Instruments  and  Hedging  Activities.   The  Company  has  not  identified  any
derivatives  that  meet  criteria  for a  derivative  instrument  and  does  not
participate in any hedging  activities.  As a result,  management of the Company
concluded  that  there  was no  material  effect on the  Company's  consolidated
financial  position,  results of  operations  or cash flows  resulting  from the
adoption of SFAS No. 133 at March 31, 2001.

     In September 2000, the Financial Accounting Standards Board issued SFAS No.
140,   "Accounting   for  Transfers  and  Servicing  of  Financial   Assets  and
Extinguishment of Liabilities,"  which supercedes SFAS No. 125,  "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This standard is effective for transfers  occurring  after March 31, 2001,  with
certain disclosure requirements effective for the year ending December 31, 2000.
The  Company  does  not  believe  the  adoption  of this  standard  will  have a
significant impact on the Company's condensed  consolidated  financial position,
results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to changes in interest  rates  primarily in its cash
transactions.  The interest paid on the Company's  outstanding line of credit is
based upon the prime rate.  The Company has the option of reducing  its interest
expenses by rolling the outstanding line of credit balance into notes that carry
a rate equal to LIBOR plus 1.75%.

     In relation to the operations of Patient Infosystems  Canada,  fluctuations
of foreign  currency can impact the Company's net  operating  results.  However,
management  believes that due to the relative size of its  operations in Canada,
such  impact  would  be  considered  immaterial  to the  consolidated  financial
statements.  The Company  currently has no  significant  investments  in foreign
currency instruments.

     The  balances  the Company has in cash or cash  equivalents  are  generally
available without legal restrictions to fund ordinary business  operations.  The
Company  regularly  invests excess operating cash in certificates of deposit and
U.S.  government bonds and other bonds that are subject to changes in short-term
interest rates.  Accordingly,  the Company believes that the market risk arising
from its holding of these financial  instruments is minimal. The Company did not
make any  purchases of  available-for-sale  securities in the three months ended
March 31, 2000 and 2001.



PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     Borrowing from directors

     The Company borrowed $660,000 for working capital from Mr. Pappajohn during
the three month period ended March 31, 2001. From March 31, 2001 through May 14,
2001, the Company borrowed an additional $330,000 from Mr. Pappajohn. A total of
$2,161,000 has been borrowed from Mr. Pappajohn and Dr.  Schaffer,  all of which
is secured by the assets of the  Company.  There can be no  assurances  that Mr.
Pappajohn  will continue to make funds  available to the Company.  If such funds
are not available, the Company will cease operations.


Item 6.  Exhibits and Reports on Form 8-K


Exhibits:
--------

(a)  (11)  Statements of Computation of Per Share Earnings

(b)  No reports on Form 8-K were filed during the quarter ended March 31, 2001







SIGNATURES

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

Dated:  May 15, 2001



                                             PATIENT INFOSYSTEMS, INC.



Date: May 15, 2001                           /s/ Roger L. Chaufournier
      ------------------------------         -----------------------------------
                                                 Roger L. Chaufournier
                                                 Director, President and
                                                 Chief Executive Officer

Date: May 15, 2001                           /s/ Kent A. Tapper
      ------------------------------         -----------------------------------
                                                 Kent A. Tapper
                                                 Principal Accounting Officer






Exhibit 11. Statement of Computation of Per Share Earnings

PATIENT INFOSYSTEMS, INC.


                                          Three Months Ended
                                               March 31,
                                         2001             2000
                                         ----             ----

                                                  
Net loss                               $(1,215,893)     $(1,634,906)

Convertible preferred Stock dividends      (22,500)        (550,000)
                                           --------        ---------

Net loss attributable to
     Common Stockholders               $(1,238,393)     $(2,184,906)
                                       ------------     ------------

Weighted average common shares           8,220,202        8,040,202
                                         ----------       ---------

Net loss per share - Basic and diluted      $(0.15)          $(0.27)
                                            =======          =======