U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


__X__    Annual report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 for the year ended December 31, 2001

_____    Transition report under section 13 or 15(d) of the Securities Act of
         1934 for the transition period from _____ to _____.

                         Commission File Number: 0-27554


                      PACE HEALTH MANAGEMENT SYSTEMS, INC.
                      ------------------------------------
           (Name of small business issuer as specified in its charter)

               Iowa                                     42-1297992
-------------------------------------   ----------------------------------------
  (State or other jurisdiction of         (IRS Employer Identification Number)
  incorporation or organization)

                              2116 Financial Center
                              Des Moines, IA 50309
--------------------------------------------------------------------------------
              (Address and zip code of principal executive offices)

                                 (515) 244-5746
                      -------------------------------------
                (Issuer's telephone number, including area code)


       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                              Common Stock, no par
                              --------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject of the filing requirements for at least the past 90
days. YES _X_ NO __

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's net revenues for its most recent fiscal year: $0

<PAGE>


The aggregate market value of the voting and non-voting common stock held by
non-affiliates, based upon the closing sale price of the common stock on March
25, 2002 as reported by Reuters, Ltd., was approximately $243,000. Shares of
common stock held by each officer and director and by each person who owns 5% or
more of the outstanding common stock have been excluded in that such persons may
be deemed to be affiliates.

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

                                            Number of Shares Outstanding
                    Class                          March 25, 2002
                    -----                          --------------
             Common Stock, no par                     5,716,074



   Transitional Small Business Disclosure Format (Check one): YES _____ NO __X__

<PAGE>


                      PACE HEALTH MANAGEMENT SYSTEMS, INC.
                         2001 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

                                     PART I.

                                                                            Page
                                                                            ----
ITEM 1.    Description of Business                                            1

ITEM 2.    Description of Property                                            2

ITEM 3.    Legal Proceedings.                                                 2

ITEM 4.    Submission of Matters to a Vote of Security Holders                2

                                    PART II.

ITEM 5.    Market for Common Equity and Related Shareholder Matters           3

ITEM 6.    Management's Discussion and Analysis or Plan of Operation          3

ITEM 7.    Financial Statements                                               5

ITEM 8.    Changes In and Disagreements With Accountants on Accounting and
           Financial Disclosure                                              17

                                    PART III.

ITEM 9.    Directors, Executive Officers, Promoters and Control Person,
           Compliance With Section 16(a) of the Exchange Act                 17

ITEM 10.   Executive Compensation                                            18

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management    18

ITEM 12.   Certain Relationships and Related Transactions                    20

ITEM 13.   Exhibits and Reports on Form 8-K                                  20

<PAGE>


                                     PART I.

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Prior to October 1998, PACE developed and marketed advanced patient care
management software systems that enabled healthcare providers to standardize the
delivery of care, maximize resource utilization and improve clinical outcomes.
The Company's enterprise-wide, client/server applications automated charting,
clinical workflow processes and clinical pathways. The Company's core system,
PACE CMS, was a modular suite of advanced software applications that provided
hospitals, physicians' offices, and integrated delivery systems a comprehensive
system for interdisciplinary documentation, nursing care planning, clinical
pathway management and enterprise-wide order management, all at the point of
care.

On October 7, 1998, the Company completed the sale of substantially all of its
assets to, and the assumption of certain of its liabilities by, Minnesota Mining
and Manufacturing Company ("3M") ("the Transaction"). The sale was made pursuant
to an Asset Purchase Agreement dated June 30, 1998, as amended, as described in
Company's definitive proxy statement dated September 14, 1998. The Transaction
was approved by the holders of both the common stock and the preferred stock at
a special meeting of shareholders held on October 7, 1998.

The purchase price of the Transaction was approximately $5.9 million, including
$4.75 million in cash, of which $750,000 was originally placed in escrow to
secure the Company's indemnification obligations under the Asset Purchase
Agreement, plus the assumption of substantially all of the Company's liabilities
other than $2.1 million in line of credit balances, which were paid off from
proceeds at closing. Subsequent to the closing of the Transaction, the Company
agreed that $25,000 of the amount in escrow could be paid to 3M as part of a
purchase price adjustment contemplated by the Asset Purchase Agreement, leaving
an escrow balance of $725,000.

In July 1999, the Company received proceeds from the restricted escrow account
totaling approximately $525,000. In December 2000, the Company received final
proceeds from the restricted escrow account totaling $104,953. A like amount was
also paid to 3M in final settlement and as an adjustment to the purchase price.

Following the Transaction, the Company has no ongoing operations and no revenues
and has minimal operating expenses. The Company presently has no employees. The
Company's December 31, 2001 balance sheet reflects cash in excess of $2.0
million and no material liabilities.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. The Company believes that
with the cash on hand and net operating loss carryforwards, subject to the
limitation of such carryforwards under the Internal Revenue Code, such a
combination may be attractive to potential partners and would better serve the
interests of the Company's shareholders. As of the date of this Form 10-KSB, no
definitive agreement has been signed for a follow-on transaction. If no suitable
business combination is identified within a reasonable period of time, the
Company may elect to liquidate and distribute the remaining net proceeds to
shareholders. If the Company liquidated at the present time, all of the net
assets of the Company would be paid to holders of the Company's preferred stock.


                                     - 1 -
<PAGE>


THE COMPANY

PACE was organized in 1987 as a computer systems consulting firm. In 1989, the
Company began to develop and market a nursing management system built around an
artificial intelligence-based "Clinical Library." To that foundation, PACE added
point-of-care software applications in the early 1990's and introduced PACE
Clinical Information System ("PACE/CIS"). During fourth quarter of 1995, the
Company discontinued the marketing and sale of PACE/CIS; however, it was from
these core modules that PACE CMS complete care management system evolved. During
1996, PACE CMS, the system from which the Company derived substantially all of
its revenues, was further enhanced through the first release of a graphical user
interface (GUI) utilizing an object-oriented open three-tier, client/server
architecture ("Graphical PACE CMS"). The Company's open-systems architecture and
object orientation allowed PACE CMS to be integrated with a healthcare
provider's existing information systems, including financial management,
admissions, pharmacy, laboratory, and other ancillary systems. Graphical PACE
CMS had the user friendliness of Windows with significantly enhanced clinical
functionality.

In the second quarter of 1997, the Company expanded its product line into the
ambulatory market when it purchased substantially all of the assets of
Healthcare Software Solutions, L.C. (HSS), an affiliate of Wellmark, Inc.
(formerly IASD Health Services Corporation). The MR2000 product integrated
traditional paper charting activities into a system that improved practice
efficiency and quality of care.

As of December 31, 1997, PACE had 74 customers under contract and had completed
installation of the Graphical PACE CMS in six facilities. During 1997, the
Company signed new contracts valued at over $4,000,000; however, the lack of
substantial capital on the balance sheet seriously impacted end of year
operations. To reduce overhead, minimize negative cash flow, and try to attract
capital or secure strategic partners for operational growth, the Company
determined it necessary to terminate approximately 40 employees on February 18,
1998. These reductions were primarily targeted at legacy non-graphical product
cost centers, allowing the Company to continue directing resources into the
Graphical PACE CMS development and sales efforts and remain focused on current
implementation agreements.

In June 1998 the Company entered into the Asset Purchase Agreement with 3M
whereby the Company sold substantially all of its assets for cash and an
assumption of substantially all liabilities, except the Company's lines of
credit. The Transaction closed on October 7, 1998. See "The Company -- General."

ITEM 2. DESCRIPTION OF PROPERTY

Prior to the Transaction, the Company leased office space in West Des Moines,
Iowa, Huntersville, North Carolina and Charlotte, North Carolina. The Charlotte,
North Carolina lease was terminated prior to closing the Transaction. As part of
the Transaction, 3M assumed the West Des Moines and Huntersville leases. The
Company does not currently have any office facilities.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the shareholders of the Company in the
fourth quarter of 2001.


                                     - 2 -
<PAGE>


                                    PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

Beginning May 19, 1998, PACE Common Stock has been quoted on the OTC Bulletin
Board under the symbol "PCES." From the Company's initial public offering on
April 27, 1995 through May 18, 1998, the Company's Common Stock was traded on
The Nasdaq SmallCap Market. The following table sets forth the range of high and
low sales prices of the Company's Common Stock by quarter over the last two
years. These quotations reflect inter-dealer prices, without retail markup,
markdown, or commission and may not reflect actual transactions.

               Quarter ended       High         Low
               -----------------------------------------
               3/31/00             0.81         0.40
               6/30/00             0.73         0.22
               9/30/00             0.34         0.17
               12/31/00            0.18         0.05
               3/31/01             0.20         0.05
               6/30/01             0.15         0.09
               9/30/01             0.14         0.07
               12/31/01            0.17         0.06

The Company has declared no cash dividends since its inception with respect to
the Common Stock, and has no plan to declare a dividend in the near future. If
declared by the Board of Directors, the holders of Preferred Stock are entitled
to receive annual dividends at the rate of $0.10 per share. The Board has
declared no cash dividends with respect to the Preferred Stock and has no plan
to declare a dividend in the near future other than in connection with the
completion of a follow-on transaction or the liquidation of the Company. As of
March 25, 2002, there were 65 shareholders of record of the Company's common
stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

REVENUES: Following the Transaction, the Company has no ongoing operations or
revenues.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses include
bookkeeping costs, legal fees, expenses associated with shareholder relations
and SEC reporting requirements, and insurance. General and administrative
expenses were $117,897 and $83,250 in 2001 and 2000, respectively, representing
an increase of 41.6%. This increase is due mainly to an increase in auditing,
legal, and insurance expenses.

INTEREST INCOME AND PURCHASE PRICE ADJUSTMENT: Interest income was $75,709 and
$109,034 in 2001 and 2000, respectively, representing a decrease of 30.6%. This
decrease is a result of a decrease in the interest rates from the prior year. As
described elsewhere herein, the Company recognized an Adjustment to Gain on Sale
of Assets to 3M of $104,953 during 2000.

PROVISION FOR INCOME TAXES: No provision for income tax benefit has been
recorded due to the Company recording a valuation allowance on the deferred tax
assets.

LIQUIDITY AND CAPITAL RESOURCES

Since inception in 1987 through 1994, the Company's primary source of funding
for working capital needs, capital expenditures and its operating losses was
from the sale of common and convertible preferred stock. During this time, the
Company completed numerous private placements, receiving approximately $7.8
million in aggregate net proceeds. In 1995, the Company completed its initial


                                     - 3 -
<PAGE>


public offering by selling 1,300,000 shares of common stock at $5.00 per share
for net proceeds to the Company of approximately $5.5 million. Additionally, in
September 1996, PACE sold 900,000 shares of common stock at $3.25 per share
providing net proceeds of approximately $2.8 million. In the third and fourth
quarters of 1997, the Company sold 2,250,000 shares of convertible preferred
stock at $1.00 per share representing total proceeds of $2,250,000. In the first
quarter of 1998, the Company sold an additional 625,000 shares of convertible
participating preferred stock at $1.00 per share representing proceeds of
$625,000. Each share of preferred stock is convertible into 2 shares of common
stock.

The Company recorded net losses of $41,810 and $79,169 with cash used in
operations of $36,974 and $3,990 for 2001 and 2000, respectively.

Net cash provided by investing activities for the years ended December 31, 2001
and 2000 was none and $104,953, respectively, with the 2000 amount resulting
from the receipt of funds from the asset sale to 3M.

Net cash provided by financing activities for the years ended December 31, 2001
and 2000 was none and $62,864, respectively, with the 2000 amount resulting from
proceeds from the exercise of stock options and warrants.

As of December 31, 2001, the Company had no material liabilities and a cash
balance of $2,043,827. As of March 1, 2002 the Company has no ongoing operations
and no revenues and has minimal operating expenses. The Company presently has no
employees.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. The Company believes that
with the cash on hand and net operating loss carryforwards, subject to the
limitation of such carryforwards under the Internal Revenue Code, such a
combination may be attractive to potential partners and would better serve the
interests of the Company's shareholders. As of the date of this Form 10-KSB, no
definitive agreement has been signed for a follow-on transaction. If no suitable
business combination is identified within a reasonable period of time, the
Company may elect to liquidate and distribute the remaining net proceeds to
shareholders. If the Company liquidated at the present time, all of the net
assets of the Company would be paid to holders of the Company's preferred stock.


                                     - 4 -
<PAGE>


ITEM 7. FINANCIAL STATEMENTS


                                    CONTENTS


--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT                                                  6
--------------------------------------------------------------------------------

FINANCIAL STATEMENTS
       Balance sheets                                                         7
       Statements of operations                                               8
       Statements of shareholders' equity                                     9
       Statements of cash flows                                              10
       Notes to financial statements                                         11

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


                                     - 5 -
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
PACE Health Management Systems, Inc.
Des Moines, Iowa

We have audited the accompanying balance sheets of PACE Health Management
Systems, Inc. as of December 31, 2001 and 2000, and the related statements of
operations, shareholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PACE Health Management Systems,
Inc. as of December 31, 2001 and 2000, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

McGladrey & Pullen, LLP
Des Moines, Iowa
March 19, 2002


                                      - 6 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
ASSETS                                                                        2001            2000
-------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents (Note 5)                                    $  2,043,827     $  2,080,801
   Accounts receivable                                                             20              320
   Prepaid expenses                                                             8,166            8,166
                                                                        -------------------------------
                                                                         $  2,052,013     $  2,089,287
                                                                        ===============================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                      $      4,536     $         --
                                                                        -------------------------------
             TOTAL CURRENT LIABILITIES                                          4,536               --
                                                                        -------------------------------

SHAREHOLDERS' EQUITY
   Serial preferred stock, no par value, authorized 1,000,000 shares;
       issued none                                                                 --               --
   Convertible participating preferred stock, Series A, no par
       value; authorized 4,000,000 shares; issued and outstanding
       2,875,000 shares (Note 6)                                            2,875,000        2,875,000
   Common stock, no par value; authorized 20,000,000 shares;
       issued and outstanding 5,716,074 shares (Note 2)                    17,065,136       17,065,136
   Additional paid-in capital                                                 673,486          673,486
   Accumulated deficit                                                    (18,566,145)     (18,524,335)
                                                                        -------------------------------
                                                                            2,047,477        2,089,287
                                                                        -------------------------------
                                                                         $  2,052,013     $  2,089,287
                                                                        ===============================
</TABLE>

See Notes to Financial Statements.


                                     - 7 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                              2001             2000
----------------------------------------------------------------------------------------
<S>                                                       <C>              <C>
Net revenues                                              $         --     $         --

General and administrative expenses (Note 8)                   117,897           83,250
                                                         -------------------------------
          LOSS FROM OPERATIONS                                (117,897)         (83,250)
                                                         -------------------------------

Other income (expense):
   Interest income                                              75,709          109,034
   Adjustment to gain on sale of assets to 3M (Note 7)              --         (104,953)
   Other                                                           378               --
                                                         -------------------------------
                                                                76,087            4,081
                                                         -------------------------------
          (LOSS) BEFORE INCOME TAXES                           (41,810)         (79,169)

Provision for income taxes (Note 4)                                 --               --
                                                         -------------------------------
          Net (loss)                                      $    (41,810)    $    (79,169)
Preferred dividends in arrears                                (287,500)        (287,500)
                                                         -------------------------------
          Net (loss) available to common shareholders     $   (329,310)    $   (366,669)
                                                         ===============================

(Loss) per common share (Note 3)
   Basic                                                  $      (0.06)    $      (0.06)
                                                         ===============================
   Fully diluted                                          $      (0.06)    $      (0.06)
                                                         ===============================
</TABLE>

See Notes to Financial Statements.


                                     - 8 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                        Additional
                                         Preferred        Common         Paid-In        Accumulated
                                           Stock           Stock         Capital          Deficit            Total
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>              <C>
Balance, December 31, 1999             $  2,875,000      17,002,272         673,486     (18,445,166)       2,105,592
  Exercise of 148,638 stock options
    and warrants (Note 2)                        --          62,864              --              --           62,864
  Net loss                                       --              --              --         (79,169)         (79,169)
                                      -------------------------------------------------------------------------------
Balance, December 31, 2000                2,875,000      17,065,136         673,486     (18,524,335)       2,089,287
  Net loss                                       --              --              --         (41,810)         (41,810)
                                      -------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001             $  2,875,000    $ 17,065,136    $    673,486    $(18,566,145)    $  2,047,477
                                      ===============================================================================
</TABLE>

See Notes to Financial Statements


                                     - 9 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                      2001            2000
-----------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss)                                                    $    (41,810)    $    (79,169)
   Adjustments to reconcile net (loss) to net cash (used in)
         operating activities:
    Adjustment to gain on sale of assets to 3M (Note 7)                    --          104,953
   Change in assets and liabilities:
       Decrease in accounts receivable                                    300              200
       (Increase) in prepaid expenses                                      --          (18,030)
       Increase (decrease) in accounts payable                          4,536          (11,944)
                                                                -------------------------------
          NET CASH (USED IN) OPERATING ACTIVITIES                     (36,974)          (3,990)
                                                                -------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net proceeds from sale to 3M (Note 7)                                   --          104,953
                                                                -------------------------------
           NET CASH PROVIDED BY INVESTING ACTIVITIES                       --          104,953
                                                                -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from exercise of stock options and warrants                    --           62,864
                                                                -------------------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                        --           62,864
                                                                -------------------------------
          NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS         (36,974)         163,827

CASH AND CASH EQUIVALENTS
   Beginning                                                        2,080,801        1,916,974
                                                                -------------------------------
   Ending                                                        $  2,043,827     $  2,080,801
                                                                ===============================
</TABLE>

See Notes to Financial Statements


                                     - 10 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business: Prior to the sale of the majority of its assets (Note 7),
the Company was in the business of developing, marketing and supporting advanced
clinical software that automates the recording, storage and management of
patient care information. The software provided complete care management
solutions to physicians, nurses and other clinicians in multiple settings at the
point of care. The Company has no ongoing operations and has minimum operating
expenses. The Company presently has no employees.

A summary of the Company's significant accounting policies is as follows:

   Accounting estimates and assumptions: The preparation of financial statements
   in conformity with accounting principles generally accepted in the United
   States of America requires management to make estimates and assumptions that
   affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Cash equivalents: The Company considers all highly liquid debt instruments
   purchased with a maturity of three months or less to be cash equivalents.

   Stock-based compensation: In October 1995, the Financial Accounting Standards
   Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.
   123, Accounting for Stock-Based Compensation, which establishes a fair value
   based method for financial accounting and reporting for stock-based employee
   compensation plans and for transactions in which an entity issues its equity
   instruments to acquire goods and services from non-employees. However, the
   new standard allows employee compensation to continue to be measured by using
   the intrinsic value based method of accounting prescribed by Accounting
   Principles Board Opinion (APBO) No. 25, Accounting for Stock Issued to
   Employees, but requires expanded disclosures. The Company has elected to
   continue to apply the intrinsic value based method of accounting for
   stock-based employee compensation. Accordingly, compensation cost for stock
   options issued to employees is measured as the excess, if any, of the quoted
   market price of the Company's stock at the date of grant over the amount an
   employee must pay to acquire the stock.

   Income taxes: Deferred taxes are provided on a liability method whereby
   deferred tax assets are recognized for deductible temporary differences and
   operating loss carryforwards and deferred tax liabilities are recognized for
   taxable temporary differences. Temporary differences are the differences
   between the reported amounts of assets and liabilities and their tax bases.
   Deferred tax assets are reduced by a valuation allowance when, in the opinion
   of management, it is more likely than not that some portion or all of the
   deferred tax assets will not be realized.

   Basic and diluted loss per share: In February 1997, the Financial Accounting
   Standards Board (FASB) issued Statement of Financial Accounting Standards
   (SFAS) No. 128, Earnings per Share, which requires the Company to present
   basic and diluted income (loss) per share amounts. Basic loss per share is
   based on the weighted average number of common shares outstanding during the
   period. Diluted income (loss) per share is based on the weighted average
   number of common shares and dilutive potential common shares outstanding
   during the period. Dilutive potential common shares consist of stock options
   and warrants (using the treasury stock method) and convertible preferred
   stock (using the if-converted method).


                                     - 11 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2.  COMMON STOCK WARRANTS AND OPTIONS

Common stock warrants

The Company issued common stock purchase warrants to various shareholders,
directors, employees, and certain accredited investors. One group of warrants
expires ten years after the date of issuance. The second group of warrants
expires five years after the date of issuance. Warrants to purchase 15,000
shares with an exercise price of $3.51 and 52,003 shares with an exercise price
ranging from $0.50 to $3.67 expired during 2001 and 2000. Warrants to purchase
19,092 shares with an exercise price of $0.10 were exercised during 2000. At
December 31, 2001 and 2000, warrants to purchase 90,183 and 105,183 shares were
outstanding and exercisable. The warrants are exercisable at prices ranging from
$3.00 to $3.67 per share with an average price per share of approximately $3.15.

The Company issued Series A warrants to convertible, participating Series A
preferred stock shareholders. In addition, the Company issued Series A warrants
to certain shareholders for their unconditional promise to guarantee repayment
of the Company's revolving line of credit. The warrants were exercisable
beginning in July 1997 and expire beginning in July 2002 through August 2003.
The exercise price of the warrants is $0.50. The Series A warrant holders were
granted certain limited piggyback and Form S-3 registration rights with respect
to the shares issuable upon exercise of the warrants. At December 31, 2001 and
2000, Series A warrants to purchase 2,830,360 shares were outstanding and
exercisable.

For nominal consideration, the Company issued a warrant to the underwriter of
the initial public offering to purchase 115,445 shares of common stock at an
exercise price of $6.00 per share. The warrant was exercisable beginning April
1996 and expired in April 2000.

Common stock options

In December 1994, the Board of Directors adopted the Company's 1995 Stock
Compensation Plan (the "stock compensation plan"). The stock compensation plan
provides for the grant of incentive stock options, nonqualified stock options,
restricted stock, stock bonuses and stock appreciation rights. The stock
compensation plan is administered by the Board of Directors which has the
authority and discretion to determine: the persons to whom the options will be
granted; when the options will be granted; number of shares subject to each
option; the price at which the shares subject to each option may be purchased;
and when each option will become exercisable. Options under the stock
compensation plan expire on the second anniversary of the date the employee
ceased employment with the Company. On January 5, 1998 by Board action, the
exercise price for all current employee options was changed to $0.50. The
exercise price was subsequently reduced to $0.10 for options held by one
employee in recognition of his continued employment by the Company subsequent to
the sale of assets. At December 31, 2001 and 2000, all options to purchase
shares were either exercised or expired, and there were 461,311 shares available
for grant.

Stock option activity under the 1995 stock compensation plan is summarized as
follows:

                                    Option price                     Available
                                      per share      Outstanding     for grant
                                   --------------   -------------   -----------

      Balance, December 31, 1999    $0.10 - 0.50         151,107        319,750
           Exercised                    $0.10             (9,546)            --
           Expired                      $0.50           (141,561)       141,561
                                                    -------------   ------------
      Balance, December 31, 2000        $0.50                 --        461,311
                                                    =============   ============

There was no activity under the 1995 stock compensation plan during the year
ending December 31, 2001.

In March 1996, the Board of Directors adopted the Nonqualified Executive Stock
Option Plan (the "stock option plan"). The stock option plan provides for the
grant of nonqualified stock options to executive officers of the Company. The
Company has reserved 800,000 shares for issuance pursuant to the stock option


                                     - 12 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

plan. Options may be granted at prices determined by the Board of Directors,
which may not be less than 85% of the fair market value of the shares subject to
the options as of the date of grant. Options vest at the rate of 20% on the
first anniversary date of the grant and 20% on each of the next four anniversary
dates of the grant. On January 5, 1998, by Board action, the exercise price for
all current, non-qualified stock options to executive officers was changed to
$0.50. Options expire on the second anniversary of the date the employee ceased
employment with the Company. Options to purchase 335,700 shares with an exercise
price of $0.50 expired during 2000. Options to purchase 10,000 shares with an
exercise price of $0.50 were exercised during 2000. As of December 31, 2001 and
2000 options to purchase 10,200 shares were outstanding, all of which were
exercisable.

In March 1996, the Company granted a nonqualified stock option to an officer of
the Company to purchase 210,000 shares of common stock, all of which were
exercisable at the price of $0.50 per share. Options expire on the second
anniversary of the date the employee ceased employment with the Company. Options
to purchase 100,000 shares with an exercise price of $0.50 expired in 2000.
Options to purchase 110,000 shares at an exercise price of $0.50 per share were
exercised during 2000.


                                     - 13 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3.  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted (loss)
per-share:

<TABLE>
<CAPTION>
                                                                                   Per-Share Amount
                                                                                   ----------------
                                                     Numerator       Denominator      Net (loss)
                                                    ------------     ------------  ----------------
                                                             YEAR ENDED DECEMBER 31, 2001
                                                    -----------------------------------------------
<S>                                                 <C>              <C>             <C>
Net (loss)                                          $    (41,810)
Dividends in arrears included in the calculation        (287,500)
                                                    ------------
Basic earnings per share, available to
   common stockholders                                  (329,310)       5,716,074    $      (0.06)
                                                                                     ============

Effect of dilutitive securities                               --               --
                                                    ------------     ------------
Diluted earnings per share, available to
   common stockholders                              $   (329,310)       5,716,074    $      (0.06)
                                                    ============     ============    ============

<CAPTION>
                                                             Year Ended December 31, 2000
                                                    -----------------------------------------------
<S>                                                 <C>              <C>             <C>
Net (loss)                                          $    (79,169)
Dividends in arrears included in the calculation        (287,500)
                                                    ------------
Basic earnings per share, available to
   common stockholders                                  (366,669)       5,683,197    $      (0.06)
                                                                                     ============
Effect of dilutitive securities:
   convertible preferred stock                                --               --
                                                    ------------     ------------
Diluted earnings per share, available to
   common stockholders                              $   (366,669)       5,683,197    $      (0.06)
                                                    ============     ============    ============
</TABLE>

The following contingently issuable shares were not included in diluted earnings
per common share as they would have an antidilutive effect upon earnings per
common share:

                                                             2001        2000
                                                           ---------   ---------
Shares issuable upon conversion of Series A
  convertible participating preferred stock                5,750,000   5,750,000

Common stock options outstanding                              10,200      10,200
Common Stock warrants outstanding                          2,920,543   2,935,543

NOTE 4.  INCOME TAX MATTERS

Approximate deferred taxes consist of the following components as of December
31, 2000 and 1999:

<TABLE>
<CAPTION>
Deferred tax assets:                                                     2001            2000
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
     Net operating loss carryforwards                                $  6,542,000    $  6,526,000
     Research and development credit carryforwards                        391,000         391,000
     Other                                                                110,000         110,000
                                                                     ------------    ------------
                                                                        7,043,000       7,027,000
     Less valuation allowance                                           7,043,000       7,027,000
                                                                     ------------    ------------
                                                                     $         --    $         --
                                                                     ============    ============
</TABLE>

The Company recorded a valuation allowance of $7,043,000 and $7,027,000, against
deferred tax assets at December 31, 2001 and 2000, respectively, to reduce the
total to an amount that management believes will ultimately be realized.
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. The net change in the
valuation allowance for deferred tax assets was an increase (decrease) of
$16,000 and ($131,000) during 2001 and 2000, respectively.


                                     - 14 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The provision for income taxes differs from the approximate amount of income tax
benefit determined by applying the U.S. Federal income tax rate to pretax loss
for the years ended December 31, 2001 and 2000, due to the following:

<TABLE>
<CAPTION>
                                                            2001             2000
                                                        ------------     ------------
<S>                                                     <C>              <C>
Computed federal income tax (benefit)                   $    (15,000)    $    (28,000)
Other, primarily computed state income tax
  Benefit                                                     (1,000)          (2,000)
Effect of stock options exercised and expired                     --          161,000
Accounting losses (income) for which deferred
  deferred federal and state income tax benefits
  benefits could not be recognized (reduced
  the valuation allowance)                                    16,000         (131,000)
                                                        ------------     ------------
                                                        $         --     $         --
                                                        ============     ------------
</TABLE>

At December 31, 2001, the Company has approximately $16,775,000 of net operating
loss carryforwards to offset future federal taxable income. This net operating
loss carryforward will, if unused, expire in the years 2006 through 2021.

NOTE 5.  CONCENTRATION OF CREDIT RISK

The Company maintains cash in bank deposit accounts that, at times, may exceed
federally insured limits. The Company has not experienced any losses in such
accounts.

NOTE 6.  CONVERTIBLE PARTICIPATING PREFERRED STOCK AND VOTING RIGHTS

The Convertible Participating Preferred Stock must be converted into fully paid
and non-assessable shares of Common Stock by the Company upon the earlier of (i)
the closing of a Qualified Public Offering, or (ii) the affirmative vote of the
holders of a majority of the outstanding Convertible Participating Preferred
Stock for a mandatory conversion. A "Qualified Public Offering" is a public
offering of the shares of the Company in which (a) a minimum of $10 million is
raised in such offering by the Company, or (b) the per share purchase price is
at least $4.00 and (c) the offering is underwritten on a firm basis by a
recognized underwriter.

Each share of Convertible Participating Preferred Stock shall be convertible
into fully paid and nonassessable shares of Common Stock at a rate of two shares
of Common Stock for each share of Convertible Participating Preferred Stock,
subject to adjustment when Common Stock has been proportionately adjusted. The
initial "Conversion Price" shall be equal to $1.00 per share divided by the
Conversion Rate. Upon conversion, all accumulated and unpaid dividends to the
conversion date on the Convertible Participating Preferred Stock so converted
shall also be converted into fully paid and nonassessable shares of Common Stock
at the rate of $0.50 of accumulated and unpaid dividends for each share of
Common Stock.

The holders of the Convertible Participating Preferred Stock are entitled to an
annual $0.10 cumulative dividend per share payable in cash and shall become due
and payable when, as and if declared by the Board of Directors or the conversion
of the Convertible Preferred Stock. Accumulated undeclared dividends in arrears
were approximately $1,162,500 and $875,000 at December 31, 2001 and 2000,
respectively.

Convertible Participating Preferred Stock and Common Stock are entitled to one
vote per share.


                                     - 15 -
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 7.  SALE OF ASSETS

On October 7, 1998, the Company completed the sale of substantially all of its
assets to, and the assumption of certain of its liabilities by, Minnesota Mining
and Manufacturing Company ("3M").

The purchase price of the Transaction was approximately $5.9 million, including
$4.75 million in cash (of which $750,000 was originally placed in escrow to
secure the Company's indemnification obligations under the Asset Purchase
Agreement), plus the assumption of substantially all of the Company's
liabilities other than $2.1 million in line of credit balances, which were paid
off from proceeds at closing. In July 1999, the Company received proceeds from
the restricted escrow totaling approximately $525,000. In December 2000, the
Company received final proceeds from the restricted escrow account totaling
$104,953. A like amount was also paid to 3M in final settlement and as an
adjustment to the purchase price.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. If no suitable business
combination is identified within a reasonable period of time, the Company may
elect to liquidate and distribute the remaining net proceeds to shareholders. If
the Company liquidated at the present time, all of the net assets of the Company
would be paid to holders of the Company's preferred stock.

NOTE 8.  RELATED PARTY TRANSACTIONS

Administration expenses paid to Equity Dynamics, Inc., an entity wholly owned by
a Director of the Company, totaled $36,101 and $42,674 in 2001 and 2000,
respectively.


                                     - 16 -
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company's Articles of Incorporation provide that the Board of Directors will
consist of no less than three and no more than seven members and that the Board
is divided into three classes, each class to be as nearly equal in number as
possible. Presently the Company has one Director -- John Pappajohn -- and six
vacancies. Following the closing of the Transaction, board members Mark J.
Emkjer, Carl S. Witonsky, R. David Spreng and Gordon M. Derzon resigned. Board
member Bill Childs resigned in November 2000. None of the resigning directors
has furnished the Company with any letter describing any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices. The term of Director John Pappajohn expired in 1998. Mr. Pappajohn is
continuing his position until such time as the next annual meeting of
shareholders. The Company does not intend to incur the expense of convening such
a meeting because it will either complete a follow-on transaction or dissolve
and does not intend to engage in any further business activities.

DIRECTORS OF THE COMPANY

The following paragraphs set forth information concerning each of the current
Directors of the Company:

John Pappajohn, age 73, has been a Director of the Company since January 1994.
Since 1969, Mr. Pappajohn has been the sole owner of Pappajohn Capital
Resources, a venture capital fund, and President of Equity Dynamics, Inc., a
financial consulting firm, both located in Des Moines, Iowa. Mr. Pappajohn also
serves as a director of the following public companies: MC Informatics, Inc.;
Allion Healthcare, Inc.; and Patient Infosystems, Inc.

EXECUTIVE OFFICERS

All of the Company's executive officers other than Mark J. Emkjer, President and
Chief Executive Officer, and Roger D. Huseman, Chief Financial Officer, resigned
as employees of the Company following the closing of the Transaction in October
1998. Mr. Emkjer terminated his employment with the Company effective January 1,
1999. Mr. Huseman became a part-time employee of the Company, effective March 1,
1999 and terminated his employment with the company in August of 1999.

ORGANIZATION OF THE BOARD OF DIRECTORS

The Board of Directors has established an Audit Committee to advise the Board of
Directors on questions, policies and general matters of accounting, financing
and operating controls, to review the audit of the Company's financial
statements, and to select auditors subject to the approval of the full Board and
ratification by the shareholders. From January 1, 1998 through the dates of
resignation of Messrs. Spreng and Witonsky, the Audit Committee consisted of Mr.
Pappajohn, Mr. Spreng and Mr. Witonsky. One Audit Committee meeting was held
during 2001.

The Board of Directors as a whole acts as a nominating committee for candidates
for the Board of Directors. Directors are selected without regard to race,
creed, color, sex or national origin, and must have demonstrated outstanding
business and civic accomplishments. The Board of Directors will consider all
candidates recommended by shareholders in accordance with the procedure to be
established in the Company's Bylaws which require recommendations to be
submitted in writing ninety days in advance of the annual meeting of
shareholders. Such recommendations should include the name and address of the


                                     - 17 -
<PAGE>


shareholder and the candidate pursuant to which the recommendation is being
made, such other information about the candidate pursuant to which the
recommendation is being made, such other information about the candidate as
required to be included in the Company's proxy statement and the consent of the
candidate to serve as a director if elected. Recommendations should be sent to
the Secretary, PACE Health Management Systems, Inc., 2116 Financial Center, Des
Moines, Iowa 50309.

The Board of Directors of the Company held four meetings during 2001.

ITEM 10. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

Directors receive no compensation for serving on the Board of Directors other
than reimbursement of reasonable expenses incurred in attending meetings.
Nonemployee directors who are not affiliated with principal shareholders and who
began service as directors prior to February 1995 received nonqualified warrants
to purchase Common Stock. All warrants issued to nonemployee directors prior to
February 1995 have expired and are no longer outstanding.

Subsequent to February 10, 1995, under the 1995 Stock Compensation Plan, new
non-employee directors receive a nondiscretionary grant of nonqualified stock
options for 21,820 shares upon their election or appointment to the Board. The
Plan provides for automatic grants of nonqualified stock options to new
non-employee directors at an exercise price equal to 100% of the fair market
value of the shares on the date of grant. One-fifth of such options vest over
each of five years from the date of election or appointment of the new
non-employee director. The non-employee director options are exercisable for ten
years from the date of grant. The Compensation Committee has no discretion
regarding the grant or terms of non-employee director options. During 2001, no
options were granted to any board members.

EXECUTIVE COMPENSATION

The Company did not employ a Chief Executive Officer during the year ended
December 31, 2001. In addition, there were no other persons who served as
executive officers of the Company during the year ended December 31, 2001 whose
total annual salary and bonus for the year exceeded $100,000.

STOCK OPTIONS/SARS/LTIPS

There were no stock options, stock appreciation rights or restricted stock units
granted during the year ended December 31, 2001. There were no payments made on
any long-term incentive plans during the year ended December 31, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SHARE OWNERSHIP

The following tables set forth, as of March 25, 2002, based on the information
available to the Company, the number and percentages of shares of the Common
Stock and Preferred Stock beneficially owned by each current director, by the
chief executive officer of the Company and all other executive officers whose
total cash compensation in the year ended December 31, 2002 exceeded $100,000,
by all directors and such executive officers as a group, and by each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's Common Stock and Preferred Stock. The table
setting forth information with respect to holders of Common Stock includes (i)
shares of Common Stock issuable upon the exercise of options and warrants
exercisable within 60 days and (ii) ownership of Preferred Stock, which is
convertible into Common Stock on a 2 for 1 basis. The Company is aware of no
stockholder, other than those listed below, claiming to hold more than five
percent of any class of the Company's outstanding voting securities.


                                     - 18 -
<PAGE>


<TABLE>
<CAPTION>
NAME AND ADDRESS                                     NO. OF SHARES        PERCENT OF CLASS
OF BENEFICIAL OWNER(3)                         BENEFICIALLY OWNED(1)(7)    OUTSTANDING(8)
<S>                                                  <C>                       <C>
COMMON STOCK:

   DIRECTORS AND OFFICERS:
     John Pappajohn                                  5,706,648  (2)            54.6
     All present directors and named executive
       officers as a group (1 person)                5,706,648  (8)            54.6

   OTHER FIVE PERCENT OR MORE SHAREHOLDERS:
     Simon Casady (4)                                  302,465  (9)             5.3
     Edgewater Private Equity Fund, L.P. (5)         2,213,520 (10)            29.9
     Gainesborough, LLC (6)                          1,980,129 (11)            27.3

PREFERRED STOCK:

   DIRECTORS AND OFFICERS:
     John Pappajohn                                  1,500,000                 52.2

   OTHER FIVE PERCENT OR MORE SHAREHOLDERS:
     Gainesborough, LLC                                531,371                 18.5
     Edgewater Private Equity Fund, L.P.               500,000                 17.4
</TABLE>

---------------
1)    Unless otherwise noted, each person has sole investment and voting power
      with respect to the shares indicated. Preferred stock is entitled to two
      votes per share and is convertible into common stock on a two for one
      basis.

2)    Includes 100,000 common stock shares held by Halkis, Ltd. and 109,917
      common shares held by the John & Mary Pappajohn Scholarship Foundation,
      both affiliates of Mr. Pappajohn, 765,301 common stock shares, 1,500,000
      preferred stock shares and presently exercisable warrants to purchase
      1,731,430 shares held by Mr. Pappajohn.

3)    Except as noted, the address of each director of the Company is 2116
      Financial Center, Des Moines, Iowa 50309.

4)    Address: 1238 Fulton, Indianola, Iowa 50125.

5)    Address: 900 N. Michigan Ave., 14th Floor, Chicago, IL 60611.

6)    Address: 420 Bedford St., Ste. 110, Lexington , MA 02420.

7)    Assumes exercise of options or warrants exercisable on or before December
      31, 2001 by the named person or group, but by no other person.

8)    Includes shares, options and warrants as described in the notes above.

9)    Includes 302,465 common shares.

10)   Includes 517,090 common stock shares, 500,000 preferred stock shares and
      presently exercisable warrants to purchase 696,430 shares.

11)   Includes 444,887 common stock shares, 531,371 preferred stock shares and
      presently exercisable warrants to purchase 472,500 shares.


                                     - 19 -
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2001, the Company paid $2,500 on a monthly basis, plus direct expenses,
for a total of $36,101 to Equity Dynamics, Inc., an entity wholly owned by John
Pappajohn, a Director of the Company, for administrative services.

In August 1997, the Company's Board of Directors reduced the exercise price of
all outstanding stock options of the Company to $1.75 per share. In January
1998, the Board of Directors reduced the exercise price of all outstanding stock
options to $.50 per share. In adopting each resolution, the Board determined
that, prior to the amendment, the options no longer provided an incentive for
the holders of such options because the market price of the Company's stock had
declined to substantially below the then-effective exercise price of the
options. In each case, the Board also determined that the amended exercise price
was equal to the fair market value of the Company's common stock, within the
meaning of the stock option plans, as of the date of the amendment. These
amendments applied to options held by officers and directors of the Company, as
well as to options held by employees who were not officers or directors. Also,
in consideration for Roger Huseman's staying with the Company after the sale of
assets to 3M, the Company reduced the exercise price of all of his outstanding
options to $0.10 per share.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following exhibits are filed as a part of this report.

        3.      Articles of Incorporation and Bylaws
        3.1       Restated Articles of Incorporation, as amended (1)
        3.2       Restated Bylaws (1)
        4.      Instruments defining the rights of shareholders
        4.1       Form of Common Stock Certificate (2)
        4.9       Form of Class A Warrant Certificate (2)
        4.12      Form of Class B Warrant Certificate (2)
        4.13      Form of Agent's Warrant (2)
        4.14      Restated Articles of Incorporation, as amended (Incorporated
                    by reference to Exhibit 3.1)
        4.15      Restated Bylaws (Incorporated by reference to Exhibit 3.2)
        10.     Material Contracts
        10.1      Employment Agreement for Michael Vasquez, as amended December
                    16, 1994 (2)
        10.2      Employment Agreement for Simon Casady, as amended December 16,
                    1994 (2)
        10.3      1995 Stock Compensation Plan, effective February 10, 1995 (2)
        10.4      Form of Incentive Stock Option Agreement (2)
        10.5      Form of Non-Qualified Stock Option Agreement (2)
        10.6      Form of Non-Employee Director Non-Qualified Stock Option
                    Agreement (2)
        10.7      Incentive Stock Option Agreement for Michael J. Vasquez dated
                    December 16, 1994 (2)
        10.8      Form of Five-year Employee Warrants (2)
        10.9      Form of Three-year Employee Warrants (2)
        10.10     Compensatory Warrants issued to Director Carl S. Witonsky
                    dated April 22, 1994 and December 16, 1994 (2)
        10.11     Compensatory Warrants issued to Director Bill W. Childs dated
                    February 26, 1990 and December 16, 1994 (2)
        10.12     Form of Lockup Agreements with Executive Officers, Directors
                    and Shareholders (2)
        10.13     Consulting Services Agreement with Steven Evans dated December
                    31, 1993 (2)
        10.14     Consulting Services Agreement with Carl S. Witonsky dated
                    January 1, 1995 (2)


                                     - 20 -
<PAGE>


        10.15     Software Purchase Agreement with JRS Clinical Technologies,
                    Inc. dated October 18, 1989 (2)
        10.16     COMMES Purchase Agreement between the Company and Creighton
                    University dated December 18, 1989 (2)
        10.17     Office Lease and Amendments thereto between the Company and
                    Ashworth Plaza Ltd. (2)
        10.18     Merit Client Agreement with Customer dated January 1, 1995 (2)
        10.19     Master Agreement with Customer dated September 30, 1994 (2)
        10.20     Nonqualified Executive Stock Option Plan adopted March 25,
                    1996 (3)
        10.21     Employment Agreement with Mark J. Emkjer dated February 15,
                    1996 (4)
        10.22     Amendment to Employment Agreement with Mark J. Emkjer dated
                    October 17, 1997 (5)
        10.23     Form of Employee Retention Agreement (5)
        10.24     Asset Purchase Agreement dated June 30, 1998, as amended, with
                    Minnesota Mining and Manufacturing Company (6)


      1)    Incorporated by reference to the Company's Form 8-K dated May 3,
            1996.

      2)    Incorporated by reference to the Company's Registration Statement on
            Form SB-2, Registration No. 33-90408-C, effective April 27, 1995.

      3)    Incorporated by reference to the Company's Form 10-QSB for the
            quarter ended March 31, 1996.

      4)    Incorporated by reference to the Company's Registration Statement on
            Form S-1, Registration No. 333-7487, effective August 9, 1996.

      5)    Incorporated by reference to the Company's Form 10-KSB for the year
            ended December 31, 1997.

      6)    Incorporated by reference from the Company's definitive Proxy
            Statement dated September 14, 1998.


(b)   Reports on Form 8-K

      No reports on Form 8-K were filed during the year ended December 31, 2001.


                                     - 21 -
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        PACE HEALTH MANAGEMENT SYSTEMS, INC.
                                        -----------------------------------
                                        (Registrant)

                                        By /s/ John Pappajohn
                                           ------------------
                                        John Pappajohn, Director

                                        March 28, 2002
                                        --------------
                                        Dated

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


March 28, 2002                          By /s/ John Pappajohn
--------------                             -------------------------------
Dated                                          John Pappajohn, Director


                                     - 22 -