PATIENT INFOSYSTEMS INC
10-Q, 2000-05-15
MISC HEALTH & ALLIED SERVICES, NEC
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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, 2000
                                 -------------------------
                              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)

                                 (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, 2000, 8,050,202 common shares were outstanding.


<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
PATIENT INFOSYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------------------------------------------
ASSETS                                                                     March 31, 2000      December 31, 1999
                                                                           --------------      -----------------
                                                                            (Unaudited)
<S>                                                                       <C>                    <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                $     2,072,176        $      489,521
  Accounts receivable                                                              688,565               650,279
  Prepaid expenses and other current assets                                        156,728               202,064
                                                                      -------------------------------------------
        Total current assets                                                     2,917,469             1,341,864

PROPERTY AND EQUIPMENT, net                                                      1,184,322             1,291,351

Debt issuance costs (net of accumulated amortization of $86,500 and                771,000               382,500
Intangible assets (net of accumulated amortization of $48,434 and                  574,290               584,669
Other assets                                                                       225,150               244,011
                                                                      -------------------------------------------
TOTAL ASSETS                                                               $     5,672,231       $     3,844,395
                                                                      ===========================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                          $      226,786        $      496,533
  Accrued salaries and wages                                                       337,856               190,232
  Line of credit                                                                 2,500,000                  -
  Accrued expenses                                                                  33,566                22,767
  Deferred revenue                                                                 316,224               218,200
                                                                      -------------------------------------------
        Total current liabilities                                                3,414,432               927,732
                                                                      -------------------------------------------

LINE OF CREDIT                                                                        -                  500,000

STOCKHOLDERS' EQUITY:
  Common stock - $.01 par value:  shares authorized:
      20,000,000; issued and outstanding: March 31,
     2000 - 8,040,202; December 31, 1999 - 8,040,202                                80,402                80,402
  Preferred Stock - $.01 par value:  shares authorized: 5,000,000
    Series C, 9% cumulative, convertible
       issued and outstanding March 31, 2000 - 100,000                               1,000                  -

  Additional paid-in capital                                                    23,443,578            21,968,536
  Accumulated other comprehensive income                                             1,805                 1,805
  Accumulated Deficit                                                          (21,268,986)          (19,634,080)
                                                                      -------------------------------------------
        Total stockholders' equity                                               2,257,799             2,416,663
                                                                      -------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $     5,672,231       $     3,844,395
                                                                      ===========================================


See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PATIENT INFOSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -----------------------------------------------------------------------------------------------
                                                                      Three Months Ended
                                                                           March 31,
                                                                   2000                 1999
                                                                   ----                 ----
<S>                                                       <C>                   <C>
REVENUES

  Operations Fees                                          $     588,181         $     833,812
  Development Fees                                                  -                     -
  Licensing Fees                                                  12,399                  -
                                                    -------------------------------------------
       Total revenues                                            600,580               833,812
                                                    -------------------------------------------
COSTS AND EXPENSES
  Cost of sales                                                1,278,175             1,449,926
  Sales and marketing                                            310,473               570,322
  General and administrative                                     466,459               455,283
  Research and development                                        85,552               118,419
                                                    -------------------------------------------
        Total costs and expenses                               2,140,659             2,593,950
                                                    -------------------------------------------

OPERATING LOSS                                                (1,540,079)           (1,760,138)

OTHER INCOME (EXPENSE)                                          (94,827)                46,411
                                                    -------------------------------------------
NET LOSS                                                 $   (1,634,906)       $   (1,713,727)
                                                    ===========================================
NET LOSS PER SHARE - BASIC
   AND DILUTED                                            $       (0.20)        $       (0.21)
                                                    ===========================================
WEIGHTED AVERAGE COMMON
  AND POTENTIAL COMMON SHARES                                  8,040,202             8,023,423
                                                    ===========================================

See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PATIENT INFOSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                            Three Months            Three Months
                                                                               Ended                    Ended
                                                                           March 31, 2000          March 31, 1999
                                                                           --------------          --------------
<S>                                                                      <C>                     <C>
OPERATING ACTIVITIES:
  Net loss                                                                $   (1,634,906)         $   (1,713,727)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                              223,911                 115,952
      Compensation expense related to issuance of stock warrants                   1,042                   2,915
      (Increase) decrease in accounts receivable, net                            (38,286)                436,553
      (Increase) decrease in prepaid expenses and other current assets            45,336                 (12,841)
      Decrease in other assets                                                    18,861                  34,294
      Decrease  in  accounts  payable                                           (269,747)                (10,090)
      Increase  in accrued  salaries  and wages                                  147,624                 128,330
      Increase in accrued expenses                                                10,799                  31,037
      Increase in deferred revenue                                                98,024                  20,057
                                                                      -------------------------------------------

            Net cash used in operating activities                             (1,397,342)               (967,520)

INVESTING ACTIVITY:
  Property and equipment additions                                               (20,003)               (306,953)
  Purchases of available-for-sale securities                                        -                    (10,847)
  Purchase of HealthDesk Intellectual Property, net                                 -                   (608,166)
                                                                      -------------------------------------------

          Net cash used in investing activities                                  (20,003)               (925,966)

FINANCING ACTIVITIES:
  Proceeds from issuance of common and preferred stock, net                    1,000,000                   1,801
  Line of credit borrowings                                                    2,000,000                    -
                                                                      -------------------------------------------
            Net cash provided by financing activities                          3,000,000                   1,801
                                                                      -------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                          1,582,655              (1,891,685)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                                            489,521               6,316,955
                                                                      -------------------------------------------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                                           $    2,072,176          $    4,425,270
                                                                      ===========================================

Supplemental disclosures of cash flow information
   Cash paid and received for income taxes, net                           $         -             $       20,600
                                                                      ===========================================

Supplemental disclosures of non-cash information
  Fair value of stock purchase warrants issued in conjunction with
  guarentees by certain board members of  borrowings on the line
  of credit                                                               $      475,000          $         -
                                                                      ===========================================

See notes to consolidated financial statements.
</TABLE>
<PAGE>
PATIENT INFOSYSTEMS, INC.

Notes to Consolidated Financial Statements

1.   The  consolidated  financial  statements  for the three month periods ended
     March 31, 2000 and March 31, 1999 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.  The consolidated  financial
     statements  should be read in conjunction with the  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, 1999.
     The results of operations  for the three months ended March 31,2000 are not
     necessarily  indicative of the results for the entire year ending  December
     31, 2000.

2.   Intangible  assets represent the intellectual  property (i.e.:  tradenames,
     trademarks,  licenses and brandnames) acquired from HealthDesk Corporation,
     which are being amortized over 15 years using the straight-line method.

3.   In March 2000, the Company  completed a private placement of 100,000 shares
     of newly issued Series C 9% Cumulative Convertible Preferred Stock, 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 Preferred  Stock.
     Each  Series C share has  voting  rights  equivalent  to 8 shares of Common
     Stock.  The proceeds  resulting  from this issuance will be used to support
     the Company's operation.

     Also in March 2000, the Company  secured an additional  $1,000,000  line of
     credit under  substantially the same terms as its existing $1,500,000 line.
     Because  these  lines of credit  are due and  payable  on March  31,  2001,
     amounts  borrowed at March 31, 2000 and  December  31, 1999 are reported as
     current and long term liabilities,  respectively.  Additional  warrants for
     the  purchase of 250,000  common  shares,  which had a fair market value of
     $475,000, were issued to the guarantors of this additional line of credit.
<PAGE>
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, 2000 and March 31,
1999 and its financial  condition at March 31, 2000. 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  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 working capital short falls, risks of market
acceptance of or preference for the Company's systems and services,  competitive
forces, the impact of, and 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, 1999.

Results of Operations

         Revenues

         Revenues consist of revenues from operations, development and licensing
fees.  Revenues  decreased from $833,812 during the three months ended March 31,
1999 to $600,580 during the three months ended March 31, 2000, or 28%.

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                           March 31,
Revenues                                              2000           1999
- --------                                              ----           ----
<S>                                               <C>            <C>
Operations Fees
  Disease Management and Compliance                $ 175,757      $ 148,778
  Surveys                                            130,409        454,107
  Demand Management                                  232,762        198,713
  Other                                               49,253         32,215
                                              ------------------------------
Total Operations Fees                                588,181        833,812
Development Fees                                        -              -
Licensing Fees                                        12,399           -
                                              ------------------------------
Total Revenues                                     $ 600,580      $ 833,812
                                              ------------------------------
</TABLE>

     Operations  revenues are generated as the Company provides  services to its
customers.  Operations  revenues decreased from $833,812 during the three months
ended March 31, 1999 to $588,181  during the three  months ended March 31, 2000.
Operations  revenues  continue  to be the  primary  source  of  revenue  for the
Company. The decrease in operations revenues reflected reduced revenues from the
conduct of surveys that resulted from the  elimination of a Medicare  product by
one of the Company's primary customers. Demand Management revenues increased 17%
due to marginal increases in the membership of existing clients and the addition
of McClelland Air Force Base as a new customer.

     The Company has  identified  possible  new  customers,  but there can be no
assurance that such prospects  will  contribute  revenue in the near term, if at
all.

     Development  revenue  represents  the amounts that the Company  charges its
customers  for  the  development  of its  customized  programs.  There  were  no
development  revenues in the three  months  ended  March 31,  2000 or 1999.  The
Company has entered into new development agreements but anticipates that revenue
from program development will remain immaterial in the future.

     License  revenues  recognized from the Case Management  Support Systems for
the three months ended March 31, 2000 were $12,399.  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,
2000 consisting of costs associated with the operation of the Company's programs
was  $1,278,175 as compared to $1,449,926 for the three month period ended March
31,  1999.  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
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, 2000 were
$310,473  as compared to  $570,322  for the three month  period  ended March 31,
1999.  Spending in this area has decreased due to the resignation or termination
of several members of the sales 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, 2000 were $466,459, as compared to $455,283 for the three
month period  ended March 31, 1999.  These  expenditures  have been  incurred to
maintain the corporate  infrastructure  necessary to support anticipated program
operations.  The  increase in these costs  during the period  reflected a single
severance  payment  of  $58,763  to Donald A.  Carlberg  who  resigned  as Chief
Executive  Officer  effective March 30, 2000.  Without this charge,  general and
administrative costs would have decreased $47,587 to $407,696 as compared to the
same  period of 1999.  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, 2000 were $85,552,  as compared to
$118,419 for the three months ended March 31, 1999.

     Other (expense) income was ($94,827) and $46,411 at March 31, 2000 and 1999
respectively.   The  net  decrease  in  these  amounts  is  principally  due  to
amortization  of debt issuance costs and interest  expense on the line of credit
borrowings, both of which began on January 1, 2000.

     The Company had a net loss of  $1,634,906  for the three months ended March
31,  2000,  as compared to a net loss of  $1,713,727  for the three months ended
March  31,  1999.  This  represents  a net loss per  share of $.20 for the first
quarter  of 2000,  as  compared  to a net loss of $.21  per  share in the  first
quarter of 1999.

     Liquidity and Capital Resources

     At March 31, 2000 the Company had a working  capital deficit of $496,963 as
compared to working capital of $414,132 at December 31, 1999.  Through March 31,
2000 these  amounts  reflect the effects of the Company's  continuing  losses as
well as the borrowings against its $2,500,000 line of credit,  $500,000 of which
was  considered  to be a long term  liability at December  31,  1999.  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.

     In March 2000, the Company  completed a private placement of 100,000 shares
of newly issued  Series C 9% Cumulative  Convertible  Preferred  Stock,  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 Preferred Stock.  Each Series C
share has voting rights equal to the number of shares of Common Stock into which
it can be converted.  The proceeds  resulting from this issuance will be used to
support the Company's operations.

     In December 1999, the Company  established a credit facility for $1,500,000
guaranteed by two of the Company's  Board  members.  In March 2000, the facility
was increased by $1,000,000 under  substantially the same terms, also guaranteed
by the same Board  members.  Because  this line of credit is due and  payable on
March 31,  2001,  amounts  borrowed at March 31, 2000 and  December 31, 1999 are
reported as current and long term liabilities, respectively. Additional warrants
for the  purchase of 250,000  common  shares,  which had a fair market  value of
$475,000, were issued to the guarantors of this additional line of credit.

     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. To the extent
that the Company  anticipates  that its losses will  continue or  increase,  the
Company's available capital will continue to decline.  Accordingly,  the Company
has been required to seek  additional  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. In addition,
the  Company  anticipates  that as its losses  continue,  it will likely need to
raise additional funds during 2000.  However, no assurance can be given that the
Company will be able to obtain  additional  financing on favorable  terms, if at
all. In  addition,  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 curtail or cease operations.

     Nasdaq Continued Listing Requirements

     In order for the  Company's  Common  Stock to  continue to be quoted on the
Nasdaq National Market, it must have net tangible assets of at least $4 million.
As of March 31,  2000,  the  Company's  net  tangible  assets  were less than $4
million.  Accordingly, the Company expects that its Common Stock may be delisted
from the Nasdaq  National  Market.  Nevertheless,  the Company intends to try to
satisfy the  continuing  listing  criteria to be listed on the Nasdaq  Small Cap
Market so thet if its shares are delisted from the Nasdaq National Market,  that
its Common  Stock may be listed for trading on the Nasdaq  Small Cap Market.  No
assurance  can be given  that the  liquidity  of the  Common  Stock  will not be
adversely affected if it is traded on the Nasdaq Small Cap Market ("Nasdaq"). In
order to satisfy  continued  listed  criteria on the Nasdaq Small Cap Market,  a
company  must have,  among  other  things,  net  tangible  assets of at least $2
million and maintain a stock price in excess of $1 per share. Whether or not the
Company can be deemed to satisfy the listing  requirements  of the Nasdaq  Small
Cap Market as of March 31,  2000,  to the extent that the Company  continues  to
incur losses and is unable to raise  additional  equity,  it will not be able to
maintain compliance with the continued listing  requirements of the Nasdaq Small
Cap Market.

     No assurance can be given that the Company's  Common Stock will continue to
be listed on Nasdaq. If the failure to meet the maintenance  criteria results in
the  Company's  Common Stock no longer being  eligible for  quotation on Nasdaq,
trading,  if any,  of the Common  Stock would  thereafter  be  conducted  in the
non-Nasdaq  over-the-counter  market. As a result of such delisting, an investor
may find it more difficult to dispose of or to obtain accurate  quotations as to
the market value of the Company's Common Stock. In addition, if the Common Stock
was to become delisted from Nasdaq and the trading price of the Common Stock was
less than $5.00 per share,  trading in the Common  Stock would be subject to the
requirements of certain rules promulgated  under the Securities  Exchange Act of
1934, as amended ("the "Exchange Act"), which require  additional  disclosure by
broker-dealers  in  conjunction  with any trades  involving a stock defined as a
penny stock  (generally,  any non-Nasdaq equity security that has a market price
of less than $5.00 per share, subject to certain exceptions). Such rules require
the delivery,  prior to any penny stock  transaction,  of a disclosure  schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice  requirements on dealer-brokers  who sell penny stocks to
persons other than  established  customers and accredited  investors  (generally
institutions).  For these types of transactions,  the dealer-broker  must make a
special  suitability  determination  for the  purchaser  and  must  receive  the
purchaser's  written  consent to the  transaction  prior to sale. The additional
burdens imposed on  broker-dealers by such requirements may discourage them from
effecting  transactions  in the Common  Stock,  which could  severely  limit the
liquidity  of the Common  Stock and the ability to sell the Common  Stock in the
secondary market.

     In the absence of an active trading market,  purchasers of the Common Stock
may  experience  difficulty in selling  their  shares.  The trading price of the
Common Stock is expected to be subject to significant  fluctuations  in response
to  variations in quarterly  operating  results,  changes in analysts'  earnings
estimates and other factors.  In addition,  the stock market is subject to price
and volume fluctuations that affect the market prices for companies and that are
often unrelated to operating performance.

     Inflation

     Inflation did not have a significant  impact on the Company's  costs during
the three periods ended March 31, 2000 and March 31, 1999. 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  risks of  market  acceptance  of or  preference  for the
Company's systems and services,  competitive  forces, the impact of, and 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.  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.
<PAGE>

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, 1999 and 2000.
<PAGE>

PART II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     Series C Preferred Stock

     On March 31,  2000,  the Company  received  $1,000,000  in proceeds  from a
private sale of 100,000  shares of Series C  Convertible  Preferred  Stock.  The
Series C Convertible  Preferred carries a 9% cumulative  dividend  provision and
can be converted into Common Stock at a rate of 8 shares of Common to 1 share of
Preferred.  Each share of Series C Convertible Preferred Stock has voting rights
equal to the number of shares of Common Stock into which it can be converted.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits:
- --------

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

     (27)  Financial Data Schedule

(b)  No reports on Form 8-K were filed during the quarter ended March 31, 2000

<PAGE>


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, 2000


                                                       PATIENT INFOSYSTEMS, INC.
                                                              (Registrant)


Date  May 15, 2000                          /s/ Roger L. Chaufournier
      ------------                          -------------------------
                                            Roger L. Chaufournier
                                            Director, President and
                                            Chief Executive Officer

Date  May 15, 2000                          /s/ Kent A. Tapper
      ------------                          -------------------------
                                            Kent A. Tapper
                                            Principle Accounting Officer

Exhibit 11.       Statement of Computation of Per Share Earnings

<TABLE>
<CAPTION>
PATIENT INFOSYSTEMS, INC.
                                                       Three Months Ended
                                                            March 31,

                                                      2000             1999
                                                      ----             ----
<S>                                              <C>              <C>

Net Loss                                          $ (1,637,906)    $ (1,713,727)
                                                ---------------  ---------------
Weighted average common and
     potential common shares                         8,040,202        8,023,423
                                                ---------------  ---------------
Net Loss per share - Basic and Diluted            $      (0.20)    $      (0.21)
                                                ===============  ===============
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-START>                                 JAN-01-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         2,072,176
<SECURITIES>                                   0
<RECEIVABLES>                                  688,565
<ALLOWANCES>                                   50,000
<INVENTORY>                                    0
<CURRENT-ASSETS>                               2,917,469
<PP&E>                                         2,631,015
<DEPRECIATION>                                 1,446,693
<TOTAL-ASSETS>                                 5,672,231
<CURRENT-LIABILITIES>                          3,414,432
<BONDS>                                        0
                          0
                                    1,000
<COMMON>                                       80,402
<OTHER-SE>                                     2,174,592
<TOTAL-LIABILITY-AND-EQUITY>                   5,672,231
<SALES>                                        600,580
<TOTAL-REVENUES>                               600,580
<CGS>                                          1,278,175
<TOTAL-COSTS>                                  2,140,659
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             21,954
<INCOME-PRETAX>                                (1,634,906)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (1,634,906)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (1,634,906)
<EPS-BASIC>                                    (.20)
<EPS-DILUTED>                                  (.20)


</TABLE>


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