Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PACE Health Management Systems, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
	693723108
	(CUSIP Number)
February 1, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

[X] Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 693723108

SCHEDULE 13G

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vision Opportunity Master Fund, Ltd. *
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) r (b) r
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 490,667
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 490,667
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 490,667
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12	TYPE OF REPORTING PERSON* CO

* Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 693723108

SCHEDULE 13G

Page 3 of 6 Pages

Item 1(a). Name of Issuer:

PACE Health Management Systems, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

2116 Financial Center

666 Walnut

Des Moines, IA 50309

Item 2(a). Name of Person Filing.

Item 2(b). Address of Principal Business Office or, if None, Residence.

Item 2(c). Citizenship.

Vision Opportunity Master Fund, Ltd.

20 W. 55^th Street,

5^th Floor New York,

New York 10019

Cayman Islands

Item 2(d). Title of Class of Securities:

Common Stock, no par value per share

Item 2(e). CUSIP Number:

693723108

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4. Ownership.*

The following is information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 as of February 1, 2007:

(a)

Amount beneficially owned: 490,667 shares of Common Stock (based upon 5,716,074 shares of Common Stock issued and outstanding as of November 14, 2006 as reported on the Issuer’s quarterly report on Form 10-QSB filed for the fiscal quarter ended September 30, 2006).

(b)

Percent of Class: 7.9%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or direct the vote: 490,667

(ii)

shared power to vote or direct the vote: 0

CUSIP No. 693723108

SCHEDULE 13G

Page 4 of 6 Pages

(iii)

sole power to dispose or direct the disposition of: 490,667

(iv)

shared power to dispose or direct the disposition of: 0

*On February 1, 2007, the Reporting Person acquired the following securities from the Issuer in a private placement transaction: (i) 368,000 shares of Series A Convertible Preferred Stock, each share convertible into one share of the Issuer’s common stock at a conversion price of $2.50, (ii) a Series A Warrant to purchase 92,000 shares of common stock at an exercise price of $0.30 per share, and (iii) a Series B Warrant to purchase 30,667 shares of common stock at an exercise price of $2.50 per share. The aggregate number of Warrants held by the Reporting Person is 122,667. The Series A Convertible Preferred Stock is convertible into shares of common stock at any time at the option of the Reporting Person and each of the Warrants is exercisable into shares of common stock at any time at the option of the Reporting Person. Pursuant to the terms of the transaction documents relating to the purchase of the foregoing securities, the Reporting Person may not acquire shares of common stock upon conversion of the Series A Preferred Stock or upon exercise of any such warrants to the extent that, upon conversion or exercise, the number of shares of common stock beneficially owned by the Reporting Person and its affiliates would exceed 9.9% of the issued and outstanding shares of common stock of the Issuer. Adam Benowitz, in his capacity as managing member of the Reporting Person, has ultimate dispositive power over the shares held by the Reporting Person. Mr. Benowitz disclaims beneficial ownership of the shares disclosed herein.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

CUSIP No. 693723108

SCHEDULE 13G

Page 5 of 6 Pages

Item 10. Certification.

Certification pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 693723108

SCHEDULE 13G

Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2007

VISION OPPORTUNITY MASTER FUND, LTD.

By: /s/ Adam Benowitz

Name: Adam Benowitz

Title: Managing Member