<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 1998

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

        For the transition period from _____________to ________________.

                          COMMISSION FILE NO.: 0-20312

                        VISTA INFORMATION SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        41-1293754
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)


5060 SHOREHAM PLACE, #300, SAN DIEGO, CA                     92122
(Address of principal executive offices)                   (Zip code)

       Registrant's telephone number, including area code: (619) 450-6100

   Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

     Securities registered pursuant to Section12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE

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

         Check if there is no disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-B contained herein, and no disclosure will be 
contained, to the best of 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].

         Revenues for the period ended December 31, 1998 were approximately
$15,068,000.

         As of March 24, 1999, 16,607,315 shares of Common Stock of the 
Registrant were outstanding (this number excludes shares issuable upon 
conversion of 481,671 shares of the Registrant's convertible voting preferred 
stock into 3,542,153 shares of Common Stock) and the aggregate market value 
of the Registrant's voting stock as of that date (based upon the closing bid 
and asked prices of the Common Stock as of that date reported by Nasdaq), 
excluding outstanding shares beneficially owned by directors and executive 
officers, was approximately $83,643,255.

                       DOCUMENTS INCORPORATED BY REFERENCE


         Part III of this Annual Report on Form 10-KSB incorporates by reference
information (to the extent specific sections are referred to herein) from the
Registrant's Proxy Statement for its 1999 Annual Meeting (the "1999 Proxy
Statement"). If the Registrant does not file the Proxy Statement by April 30, 
1999, it will file an amended Form 10-KSB to include such information.


<PAGE>

                                     PART I

ITEM 1.  GENERAL DEVELOPMENT OF BUSINESS.

         This section contains forward-looking statements within the meaning 
of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the 
Securities Act of 1933, which are subject to the "safe harbor" created by 
these sections. Words such as "expects," "anticipates," "intends," "plans," 
"believes," "seeks," "estimates" and similar expressions or variations of 
such words are intended to identify forward-looking statements, but are not 
the exclusive means of identifying forward-looking statements in this Report. 
Additionally, statements concerning future matters such as the features, 
benefits and advantages of the Company's products, the development of new 
products, enhancements or technologies, business and sales strategies, 
competition and facilities needs and other statements regarding matters that 
are not historical are forward-looking statements. Such statements are 
subject to certain risks and uncertainties, including without limitation 
those discussed in "Risk Factors" section of Item 6 of this Report. The 
Company's actual future results could differ materially from those projected 
in the forward-looking statements. The Company assumes no obligation to 
update the forward-looking statements. Readers are urged to review and 
consider carefully the various disclosures made by the Company in this 
Report, which attempts to advise interested parties of the risks and factors 
that may affect the Company's business, financial condition and results of 
operations. Because of these risks and uncertainties, readers are cautioned 
not to place undue influence on such forward-looking statements.

         VISTA Information Solutions, Inc. ("VISTA" or the "Company") 
provides environmental risk information and address-based hazard and risk 
classification information to bankers, engineers, insurance companies and 
corporations throughout the United States. VISTA is comprised of three 
primary product and service lines. The first, referred to as Environmental 
Risk and Due Diligence Information Services is conducted principally in 
California and provides address and name-based environmental risk information 
about properties and companies in the United States to bankers, engineers and 
corporations. The second, referred to as Property Disclosure Information 
Services, is also located in California and provides natural hazard 
disclosure reports to homesellers in California as required by law. The 
third, referred to as Insurance Risk Information Services, is conducted 
principally in Minnesota and provides information on address-based hazard and 
classification information to property/casualty insurance underwriters.

         The Company, originally known as DataMap, Inc. ("DMI"), was founded in
1975 to develop geographic-demographic analysis tools for business. From
inception until 1995, the Company focused on developing its geocoding
technologies (more fully explained below) and the related databases that provide
small area demographic information and address-based hazard and classification
information, and preparing geographically-based demographic reports used for
direct marketing and real estate site location. The Company focused its initial
selling efforts for its database services on the insurance industry through a
joint venture arrangement with the Insurance Services Office, Inc. ("ISO"). In
1995, the Company expanded its product offerings by acquiring, through a
wholly-owned subsidiary, VISTA Environmental Information, Inc. ("VISTA
Environmental"). The acquisition of VISTA Environmental expanded the Company's
existing product line to include environmental risk information and
significantly increased the marketing capability within the Company. On May 23,
1995, the Company changed its name from DataMap, Inc. to "VISTA Information
Solutions, Inc."

         The Company was incorporated under the laws of the State of 
Minnesota in 1975. On March 27, 1998 the Company was reincorporated in the 
State of Delaware concurrent with a one-for-two reverse stock split, pursuant 
to which each two outstanding shares of the Company's Common Stock were 
converted into one share of Common Stock. In connection with the 
reincorporation, the par value of the Company's common and preferred stock 
was changed to $0.001 per share. All references to common shares (prices, 
conversion rates and common stock equivalents) have been restated to 
retroactively reflect the effect of the reverse split.

         The Company has engaged in several acquisitions and mergers intended 
to improve its competitiveness in the Environmental Risk and Due Diligence 
and Property Disclosure Information markets. In November 1997, the Company 
acquired substantially all assets of EnviroCheck, Ltd., a provider of 
digitized federal environmental documents and high-detail environmental 
reports. In April 1998, the Company acquired ENSITE Corporation of Denver, a 
provider of detailed environmental information to engineers and financial 
institutions. In July 1998, the Company acquired a majority interest in 
E/Risk Information Services ("E/Risk"), a leading provider of property 
disclosure reports in California. In January 1999, the Company reached an 
agreement to acquire all remaining shares of E/Risk in exchange for shares of 
the Company's common stock. In October 1998, the Company acquired 
substantially all the assets of Environmental Information Services, Inc. a 
provider of environmental research reports. In January 1999, the Company 
merged with GeoSure, LP, which provided environmental risk and due diligence 
information services and is a party to a 99-year license agreement with the 
Sanborn Company to distribute Sanborn fire insurance maps. GeoSure, LP also 
owns all shares of National Research Center, LLC, a provider of flood 
determination information, and a majority interest in National Research 
Center Insurance Services, Inc., a provider of flood insurance services. In 
March 1999, the Company merged with EcoSearch Environmental Resources, Inc., 
a national provider of environmental information services.

         The Company's executive office is located at 5060 Shoreham Place, #300,
San Diego, CA 92122, phone number (619) 450-6100.


                                       2

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FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.



         The Company operates in a single industry segment: information services
including environmental risk information and address-based hazard and
classification information. No significant revenue is derived from foreign
markets.


NARRATIVE DESCRIPTION OF THE BUSINESS.


         VISTA provides geographic risk information services and 
address-based hazard and classification information services to bankers, 
engineers, real estate professionals, insurance companies and corporations 
throughout the United States. VISTA is comprised of three primary product and 
service lines. The first, referred to as Environmental Risk and Due Diligence 
Information Services is conducted principally in California and provides 
address and name-based environmental risk information about properties and 
companies in the United States to bankers, engineers and corporations. The 
second, referred to as Property Disclosure Information Services, is also 
located in California and provides required natural hazard disclosure reports 
to homesellers in California as required by law. The third, referred to as 
Insurance Risk Information Services, is conducted principally in Minnesota 
and provides information on address-based hazard and classification 
information to property/casualty insurance underwriters.

         ENVIRONMENTAL RISK AND DUE DILIGENCE INFORMATION SERVICES

         The Environmental Risk and Due Diligence Information Services portion
of VISTA's business was organized with the goal of meeting the needs of bankers,
engineers, corporations and others for environmental risk information relating
to properties and companies in the United States. VISTA gathers and collects
information from hundreds of federal, state, and local governmental agencies and
stores that information in proprietary databases. Using this information, the
Company has developed a diverse family of services, each tailored for the unique
needs of specific customer markets.


         INDUSTRY FOCUS. The need for environmental risk information 
originated with the enactment of the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 (CERCLA) which imposes strict 
liability for the full cost of cleanup of environmentally contaminated 
property regardless of responsibility for the contamination or fault. The 
Superfund Amendments and Reauthorization Act of 1986 (SARA) established an 
"Innocent Landowner" defense which eliminated liability provided certain due 
diligence was performed before acquisition. One step in the process of 
satisfying the Innocent Landowners Defense requires routine, timely and 
complete searching of government records for notice of environmental risk. As 
a result of this legislation and additional enactments of state and federal 
environmental laws, banks, corporations, attorneys, insurance companies and 
environmental engineering firms have been and are continuing to seek 
efficient means to gather environmental information. The consulting 
engineering market segment has been serving bankers, developers, corporations 
and others by providing Phase I and Phase II site assessments and many other 
types of remediation and compliance review services. During 1993, the 
industry and its clientele adopted new standards, ASTM-E 1527 and E-1528, 
which, for the first time, provided clear guidelines for environmental due 
diligence in commercial real estate transactions. These guidelines require a 
search of government environmental records to check the known risks 
associated with a property. The need for this information has greatly 
increased since the 1970's and 1980's as a number of judicial, statutory, 
regulatory and economic factors have encouraged participants in the real 
estate markets (including owners, operators, lenders and insurers) to demand 
such information to avoid potentially catastrophic environmental cleanup 
liability.  VISTA provides a set of software and services that meet the 
requirements set out in the standards. VISTA also provides environmental 
database reports to help this clientele conduct compliance audits, waste 
disposal audits, benchmark reviews and marketing for strategic planning 
programs.

         In addition to using environmental information to establish the 
Innocent Landowners Defense, the economic impact of environmental problems on 
properties and companies arises in a number of other contexts, all having 
potentially adverse effects on a company's finances. For example, banks are 
monitored by the FDIC as to impact of environmental risk on property values 
and the subsequent effect this has on the value of collateral and on the 
banks' financial stability. Also, the federal securities laws require 
disclosure regarding the material effects of compliance with federal, state 
and local environmental laws and pending legal proceedings, and may require 
discussion of the impact of such compliance.


                                       3
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         DEVELOPMENT OF THE ENVIRONMENTAL DATABASE. As a result of the 
enactment of federal and state environmental laws and regulations during the 
1970's and 1980's, various governmental agencies began collecting massive 
quantities of information about environmental contamination and the 
activities of businesses that could impact the environment. These 
governmental agencies continue to collect, update and enhance information on 
environmental issues. Each governmental agency, however, has different 
information that it provides and uses various media formats for the 
information collected. Furthermore, each governmental agency has its own 
database and communication process and updates its information on different 
timelines throughout the year. As a result of this lack of centralization of 
environmental information, environmental engineers, financial institutions 
and other companies did not have a cost-effective, timely way to gain access 
to this extensive environmental risk information directly from the 
governmental sources. 

         In response to the needs of users of environmental risk information, 
VISTA has developed a national database containing environmental information 
on approximately 3.5 million facilities and properties by gathering 
information from more than 600 public sources. On an annual basis, VISTA 
regularly processes approximately 60 million environmental records from such 
sources, with more than 50,000 facilities or properties added or deleted each 
month. VISTA has developed this database using its proprietary geographic 
information systems capabilities, and has also created on-line distribution 
channels.

         PRODUCT AND SERVICE LINES. The Company has developed a diverse 
family of services, each tailored for the unique needs of specific customer 
markets. The following depicts the broad categories of current VISTA services 
organized by general application.

          REAL ESTATE TRANSACTION SCREEN REPORTS ("RETSR"). RETSRs are 
specifically designed to provide easy to understand, basic environmental 
hazard data about a specific piece of property and its immediate surrounding 
area. RETSRs come in a variety of formats, from a single page screen to a 
more detailed data report containing a map depicting the property and risk 
discovered. These reports give the user the ability to identify environmental 
hazards from public records with a low price screening tool and add more 
layers of detail (and higher prices) as the need is discovered. All VISTA 
RETSRs conform to the "Government Records Search" element of the ASTM 
standards.

         SITE ASSESSMENT REPORTS ("SAR"). SARs are designed specifically for the
environmental engineering market and are consistent with the ASTM-E 1527
standards. These reports provide a quick and accurate, low cost supplement to
the "Phase I" site assessment process which is the common standard in all
commercial real estate transactions. VISTA supports these clients with
additional information obtained from third parties including historical maps,
topographical maps, aerial photos and chain of title records ("Historical
Reference Products").

         COMPLIANCE REPORTS. In addition to map-based reports, the RETSR and 
SAR, VISTA offers a full line of compliance reports which provide extensive 
information about operational compliance with all the major pieces of 
environmental legislation including the Clean Air Act, Clean Water Act, 
Resource Conservation and Recovery Act of 1976, Occupational Safety and 
Health Act of 1970, Toxic Substances Control Act and several others. 
Compliance reports can be prepared for a specific facility or an entire 
company including all its facilities. Clients may order these reports to 
audit their own facilities, for vendor audits or for acquisition analysis and 
due diligence. Pricing is based on the number of facilities and the level of 
detail the customer requests. During 1995, VISTA began offering a new line of 
compliance reports which allow companies to compare their environmental 
records with those of competitors, or other companies in the same geographic 
area. The studies normally include comparisons of compliance records, 
remediation requirements, Superfund responsibility, toxic release reporting 
and waste minimization efforts. Major companies seeking ISO 14000 
certification can use this product to establish a baseline from which to 
measure future operational improvements. Others can use it for setting 
internal goals and management incentives, or for demonstrating superior 
performance to regulators, investors and other constituencies.

         HISTORICAL REFERENCE PRODUCTS. A complete line of historical map
products is available to support ASTM requirements for determining historical
use of any property. These include Sanborn fire insurance maps, historical
topographical maps, county-planning maps, property chain-of-title, city
directories and others.

         VISTACHECK(TM) is a fully integrated, Internet-based information 
solution providing immediate access to the Company's environmental database 
reports, including SARs, RETSRs and compliance reports. Customers can submit 
a property address or geographic coordinate and see an on-screen, visual 
representation of the subject property, which they can use to verify the 
accuracy of the location. Once the location has been accepted, the customer 
can then order the full range of VISTA environmental risk information 
products related to that property.


                                       4
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         SEARCH!. The SEARCH! module is a tool for environmental risk managers
and provides immediate access to the 3.5 million record VISTA database. Clients
use the SEARCH! module for both risk management and business development, and
have the ability to screen environmental risks associated with specific
companies, properties, or geographic areas.

         STARVIEW(TM). The Company has developed an "off-the-shelf" family of 
Windows-based software modules known as STARVIEW. The various modules of 
STARVIEW bring VISTA environmental risk information and VISTA reports to the 
desktop of the customer. StarView is marketed exclusively as a contractual 
relationship whereby generally the customer agrees to a certain minimum 
purchase commitment, a higher, per-transaction cost or to use Vista 
exclusively for its environmental risk information needs. Currently VISTA 
licenses two modules in the STARVIEW suite:

         1.       REAL ESTATE. The Real Estate module is used to prepare Site
                  Assessment and Transaction Screen radius reports, which
                  provide a concise review of known and potential environmental
                  risks associated with a specific property and surrounding
                  area. Standard real estate report templates conform to or
                  exceed ASTM standards for government record searches. Reports
                  using extended radii or user-specified search criteria can
                  also be easily defined and prepared.

         2.       TSDF PERFORMANCE. The TSDF Performance Monitor module is a
                  cost-effective way to screen and evaluate waste handler
                  performance. The Performance Monitor contains more than 650
                  complete TSDF audits. It allows users to benchmark performance
                  between TSDFs, or monitor changes within individual facilities
                  as new information is released. The Performance Monitor is
                  also valuable in identifying which generators use specific
                  TSDFs and evaluating potential "deep pocket" exposure.

         CUSTOMER BASE. VISTA's customer base for Environmental Risk and Due 
Diligence Information Services includes consulting engineers, financial 
institutions, law firms, real estate finance companies, insurance companies 
and major corporations nationwide. VISTA's services are sold directly to its 
customers and through established resellers. VISTA's services have an 
exclusive endorsement by the American Bankers Association and many state 
banking associations.

         SALES AND MARKETING. VISTA markets its Environmental Risk and Due 
Diligence Information Services through direct sales and through value-added 
resellers and other strategic relationships. VISTA has approximately 17 
direct sales representatives in 8 cities as well as an inside sales 
department located in San Diego, CA. These sales representatives target the 
banking, corporate and engineering markets. The sales force is supplemented 
by the value-added resellers and other sales agents.

         COMPETITION. The Company believes that the principal competitive
factors in the environmental information services business are price, accuracy
and completeness of data, readability of reports and the speed and ease of
delivery. While the Company competes on the basis of each of these factors,
management believes that the Company's primary competitive strengths in the
environmental information services business are the accuracy and completeness of
its data, the readability of its reports and the speed and ease of delivery
particularly through STARVIEW and VISTACHECK.

         VISTA is aware of only one other firm, Environmental Data Resources, 
Inc. ("EDR"), with national environmental database service. In addition to 
EDR, New England DataMap, Inc. and a number of smaller regional and local 
companies, who are focused on a single state or regional market, compete with 
the Company in this area. These smaller firms often originate out of an 
environmental engineering background, focus on a city, state or small region 
and have strengths in understanding the local available data sources.


                                       5
<PAGE>

PROPERTY DISCLOSURE INFORMATION SERVICES

         VISTA Property Disclosure Information Services was formed in 1998 to
provide natural hazard disclosure reports to homesellers in California as
required by law. The Company also provides other disclosure reports such as
special taxation areas ("Mello-Roos").

         INDUSTRY FOCUS. In 1998, legislation became effective in California 
which requires sellers and their agents to disclose to a prospective buyer 
whether the property for sale is located in one of six so-called "natural 
hazard zones" and to make this disclosure on a statutory form known as the 
Natural Hazard Disclosure Statement ("NHD"). The six zones are:

1) A flood hazard zone as designated by the Federal Emergency Management Agency
("FEMA"); 

2) An area of potential flooding after a dam failure (also known as a
"dam inundation area"); 

3) A high fire hazard severity zone;

4) A wildland fire area (also known as "state fire responsibility area" or 
"SRA");

5) An earthquake fault zone; and 

6) A seismic hazard zone.

         In 1998, the Company developed a geographic database and software to 
provide NHD reports and formed a division known as Property Disclosure 
Information Services. This division marketed one information product, known 
as a Home Disclosure Report, to title companies, real estate brokers and 
homesellers. In July 1998, the Company acquired a majority interest in E/Risk 
Information Services ("E/Risk"), the leading provider of NHD reports in 
California. E/Risk's premier product, the Total Disclosure Package ("TDP"), 
provides all required state and local hazard disclosures, Mello-Roos 
disclosure, and a required booklet which includes lead-based paint, 
earthquake preparedness and environmental risks.

         Property Disclosure products are sold primarily as a requirement for
commercial and residential property transactions. While the seller is required
to provide this information, the Company markets these products primarily to
real estate brokers and developers, title companies and escrow companies.
Typically, a seller's real estate agent will recommend a vendor to the seller
and order the report to be included in an escrow account, along with payment for
the report. Subsequent to the close of the transaction, funds are remitted from
the escrow account to the Company.

         DESCRIPTION OF THE DATABASE. The database used to generate Property 
Disclosure reports consists of digitized, geographic representations of the 
six previously discussed hazard zones. This data is obtained from government 
agencies and commercial providers of geographic hazard and risk information.

         SALES AND MARKETING. The Company markets its Property Disclosure 
reports through a staff of direct and inside sales representatives who 
maintain relationships with real estate professionals and title companies. 
The Company also has agreements with certain title companies to purchase or 
refer purchases of Property Disclosure reports. In 1998 the Company signed a 
five-year agreement with HomeSeekers.com, a leading Internet provider of 
residential real estate listing information, to promote VISTA's Property 
Disclosure products and provide marketing information through the HomeSeekers 
web site.

         COMPETITION. Other than VISTA, there are two large competitors and 
numerous small competitors providing property disclosure in California. JCP 
Geologists, Property ID, and LGS, Inc. are larger competitors providing 
statewide property disclosure data. Smaller competitors primarily serve small 
regions and provide manually produced disclosure reports. The Company 
believes that convenience, accuracy and price are the primary competitive 
factors in the property disclosure business. The Company believes that it has 
significant competitive advantages with respect to convenience and accuracy 
because of its online database and Internet order and delivery platform. The 
Company also believes that it has a significant competitive advantage as a 
result of its marketing agreement with HomeSeekers.com.


                                       6
<PAGE>

INSURANCE RISK INFORMATION SERVICES

         The Company has developed a proprietary service known as the Geographic
Underwriting System(R) ("GUS") which delivers address-based hazard and
classification information to property/casualty insurance underwriters. GUS
provides insurance underwriters and loss control groups of insurance companies
with on-line or batch access to a series of reports presenting specific
classification and hazard information about the property to be insured. The
Company's geo-demographic information databases, technological understanding and
techniques of geographic information processing provide the basis for its
current services. Additional insurance information layers can be added to the
Company's current GUS service offering due to the application's modular design.

         The Company's GUS services are the subject of an exclusive arrangement
with ISO, a company providing services to approximately 1,400 participating
property/casualty companies which collectively write approximately 80 percent of
all property and casualty insurance in the United States. In October 1992, the
Company and ISO entered into a 15-year mutually exclusive contract with a
five-year extension option to offer a national system to electronically provide
geographically based information to insurers (the "ISO Agreement"). The GUS
project links the Company's geographic information systems technology with ISO's
insurance underwriting and other insurance information. Under the provisions of
the ISO Agreement, the Company provides its GUS software and support and ISO
provides contract administration and marketing of the product to its customer
base. Generally, the Company and ISO share project revenues equally. Both
companies also equally share the incremental costs of GUS project development
through the term of the ISO Agreement, which include costs incurred to date in
connection with the development of the Public Protection Classification Layer
(see "Product Lines", below).

         INDUSTRY FOCUS. In the Insurance Risk Information Service area, the 
Company focuses primarily on the property/casualty insurance industry for 
sales of its services through ISO. The Company believes that the 
implementation of GUS service can improve a property/casualty insurer's 
underwriting process by reducing the number of misclassifications due to 
human error, reducing the amount of personnel time involved in the 
underwriting process, and providing an objective measure which will support 
the insurer in defending rate determinations before state insurance 
commissioners and consumer groups. In addition, GUS services provide a total 
package of risk information that the Company believes is not presently 
available on-line or in an easily accessible electronic format.

         DESCRIPTION OF THE DATABASE. GUS contains two principal databases that
provide information to the Company's customers: (i) insurance hazard data (the
"Hazard Database") and (ii) road, street and postal database (the "Roadbase").
The Hazard Database is structured geographically as well as by the type of
hazard (e.g. crime ratings, auto territories, windstorm, extended coverage
zones, public protection classifications, earthquake risk and fire districts)
and includes information for all 50 states and the District of Columbia. The
Roadbase contains two sources of "raw data," the Dynamap/2000 street network
database from Geographic Data Technology (GDT) of Lebanon, NH, and the AMS II
database of postal delivery information produced and maintained by the United
States Postal Service ("USPS").

         Both of the GUS databases are updated periodically throughout the
calendar year based on the source of the raw data. For the Hazard Database, fire
protection data is updated on a monthly basis. Other "hazard types" are updated
annually. Most of the insurance-specific data is updated through a process of
collection, assessment, classification, normalization, formatting, dataset
archiving, and uploading activities for test and production systems.

         The Roadbase is updated quarterly. AMS II is generated and released
monthly by the US Postal Service. GDT updates and releases the Dynamap/2000
database quarterly. The Company developed a proprietary software system called
ZIPR(R) that integrates the Dynamap/2000 database and the USPS AMS II files,
automatically normalizing, matching, correcting, filling in, and inferring
information. The ZIPR(R) process links the raw databases and produces a
geographically complete master database capable of accurately locating "postal
compliant" addresses in the United States. The Roadbase that is uploaded into
GUS(R) is an extract of the master database created and maintained within
ZIPR(R). With each update, the Roadbase consists of the "most current" road
names, street positions and postal data all optimally structured for the address
matching and query process portion of a GUS(R) transaction.

         As additional opportunities are identified, the Company intends to
evaluate adding additional hazard database layers to GUS to complement the
existing Hazard Database and the Roadbase and thereby provide "one-stop
shopping" for insurance underwriting information. For example, the Company
released a new "Earthquake Information Layer" in 1996 that provides underwriters
with important earthquake-related data.


                                       7
<PAGE>

         DESCRIPTION OF THE UNDERLYING TECHNOLOGY. Central to the development of
the information database is a process called geocoding. Geocoding is the ability
to accurately process a street address and convert this address to a latitude
and longitude coordinate pair. If it is not possible (because of incomplete or
inaccurate raw data from either Dynamap/2000 or the USPS) to assign unique
coordinates to an individual address, the Company's geocoding process will
assign latitude/longitude coordinates corresponding to its street range, postal
carrier route, zip code or city centroid. The Company believes that the
resulting geocode assignments offer the broadest coverage available of any
competitive geocoding technology. The Company has developed proprietary software
that performs this geocoding function ("Geocoder 2").

         GUS is intended to deliver location-specific risk information to
insurance underwriters via the proprietary electronic network operated by ISO
("ISOTEL") and may be accessed by either telecommunication or batch processing.
GUS information can also be accessed by subscribers of the Equifax Insurance
Services information network, which has a direct on-line link to the ISOTEL
network. Insurance company subscribers are connected directly to GUS service
through an office terminal utilizing ISOTEL. The process to connect to ISO's
network is easy and is used regularly by many ISO participating companies. In
batch mode, large numbers of property location addresses are submitted for
processing to ISO, and are performed during off-peak hours by ISO as they
generally require considerable computer time and produce a large number of
reports. The reports requested are written to tape and returned to the insurance
company. While batch processing generally has a lower per-transaction cost, the
application of batch processing is more limited, often involving industry
analyses or audit functions.

         The primary computer system for processing GUS service transactions is
capable of processing up to 15,000 transactions per hour. The primary system
located at ISO's data processing facility has a functionally equivalent back-up
system capable of assuming the transaction load for GUS service within one hour
of a failure of the primary system. VISTA maintains the back-up system at its
Minnesota location and is connected to the ISO network with a dedicated
communication line.

         As an alternative to receiving access to GUS through the ISO electronic
network, the Company has developed a "flat file version" of GUS to market to
insurance companies that have developed their own application software. The flat
file version of GUS, or ZIP+GUS, is a pre-processed geographic file to which the
Company appends all of the hazard layer ratings and classifications found in the
standard on-line GUS. Using standard database look up software or the insurance
company's own application software, the user can submit addresses to the system
and obtain GUS ratings and classifications. ZIP+GUS converts GUS information
into a database that can be incorporated into the insurance company's internal
MIS operations. Development of the "flat file version" of GUS for a customer
requires customization to the customer's specific needs as each customer
typically requests different GUS layers for its system.

         PRODUCT LINES. GUS currently provides the following information layers
to insurance companies:

         PUBLIC PROTECTION CLASSIFICATION LAYER (AVAILABLE IN ALL STATES, AND
THE DISTRICT OF COLUMBIA) ("PPC"). PPC reports provide the following information
to the insurance company: (i) ISO standard protection classification; (ii) fire
district name; (iii) name of and distance to nearest fire station (measured in
tenths of miles); (iv) water supply type; and (v) revision dates for all data
and confidence factors for measured distances;

         AUTO LAYER (AVAILABLE IN ALL STATES, AND THE DISTRICT OF COLUMBIA).
GUS's Auto Layer provides the following information: (i) ISO territory
classifications; (ii) drive distances for up to two work addresses; and (iii)
revision dates for all data and confidence factors.

         WIND LAYER (AVAILABLE IN ALL STATES, AND THE DISTRICT OF COLUMBIA).
GUS's Wind Layer provides the following information: (i) ISO extended coverage
zone (residential and commercial); (ii) ISO extended territory code (residential
and commercial); (iii) wind pool eligibility; (iv) distance to nearest large
body of water and ocean or gulf; (v) five historical wind storm events closest
to the insured property, date of occurrence and measured wind speed; and (vi)
revision dates for all data and confidence factors for measured distances.

         CRIME LAYER (AVAILABLE IN ALL STATES, AND THE DISTRICT OF COLUMBIA).
GUS's Crime Layer provides the following information: (i) composite crime rating
factor; (ii) arson rating; (iii) motor vehicle theft rating; (iv) robbery
rating; (v) aggravated assault rating; (vi) burglary rating; (vii) personal
crime index; (viii) property crime index; and (ix) revision dates for all data.

         EARTHQUAKE LAYER. The GUS Earthquake Layer is particularly important to
the California market and provides the following information: (i) ISO and
California DOI earthquake zones; (ii) risk index (iii) soil type, landslide,
liquefaction, and ground failure risk; (iv) five closest faults with related
data; and (v) site seismity.

         MISCELLANEOUS LAYERS. The Company also provides an information layer
that identifies California property that is located in brush fire zones.


                                       8
<PAGE>

         CUSTOMER BASE AND SALES AND MARKETING. GUS is currently being marketed
to the insurance industry exclusively through the ISO Agreement. Under the terms
of the ISO Agreement, a national sales force employed by ISO is responsible for
sales of the Company's GUS services to members of ISO. The Company supports
ISO's sales efforts by providing sales and technical training presentations for
ISO personnel, assisting ISO field sales representatives in preparing proposals,
participating in joint field sales calls and sharing resources with ISO at
industry trade shows and conferences.


         The Company estimates that the selling and implementation cycle for GUS
service to a typical insurance company takes approximately six to nine months.
Implementation of GUS requires an insurance company to make a commitment to
alter its current way of doing business. For example, a majority of insurance
companies do not currently collect employment addresses on auto policy
applications therefore making it difficult to calculate drive distances.


         COMPETITION. Given the exclusive nature of the ISO Agreement, the
Company believes that it does not have any direct competitors for sales through
ISO utilizing the GUS software. Certain of the GUS layers, or subfiles, do have
competitors, however, the Company does not believe that there are any
competitors that presently offer an on-line hazard and risk data service
comparable to that offered by GUS. No assurance can be given, however, that
competing services will not be developed in the future.

PRODUCT REVENUES AND SIGNIFICANT CUSTOMERS


         For the fiscal year ended December 31, 1998, Environmental Risk and 
Due Diligence Information Service revenues comprised 60 percent of total 
revenues, Insurance Risk Information Services Revenues comprised 30 percent 
of total revenues with Property Disclosure Information Services comprising 
the balance. For the fiscal year ended December 31, 1997, environmental risk 
information service revenues comprised 68 percent of total revenues, with the 
balance comprised of geographic information services revenues. The Company 
and ISO generally share project revenues equally, net of any payments to 
third party information providers. The Company's share of revenues from one 
ISO customer (State Farm) in 1998 and 1997 was approximately $2,000,000 and 
$1,500,000 or 13 percent and 14 percent of revenues, respectively.


                                       9
<PAGE>

RESEARCH AND DEVELOPMENT


         Research and development expenditures were approximately $1,204,000 and
$919,000 for the years ended December 31, 1998 and 1997, respectively. Research
and development costs include database building and digitizing costs and
amounted to approximately $242,000 and $185,000 for the years ended December 31,
1998 and 1997, respectively and the development of new operating systems for the
environmental system of approximately $962,000 and $734,000 respectively. To
date, the Company's research and development activities related to the
development of GUS services and the development of new services, have been
conducted at its offices in Edina, Minnesota.

         The Company has expended approximately $8.2 million to date on 
developing the GUS technology and related information layers. Since the 
completion of the PPC layer, the Company has not, and does not expect to make 
significant development expenditures for the existing risk information layers 
except for maintenance of the software and updates to the existing layers.

EMPLOYEES

         As of December 31, 1997, the Company had 137 full time employees
including 67 employees in operations, 35 employees in sales and marketing, 22
employees in research and development and 13 employees in finance and
administration. On December 31, 1998, the Company had increased its operating
size to 194 full time employees including 115 employees in operations, 38
employees in sales and marketing, 25 employees in research and development and
16 employees in finance and administration.

         No Company employee is currently represented by a labor union and 
the Company is not a party to any collective bargaining agreement. The 
Company has never been subject to any form of work stoppage or strike and has 
not experienced any labor difficulties. Management believes that its employee 
relations are good.

PATENTS, COPYRIGHTS AND TRADEMARKS

         The Company's business is dependent upon its ability to gather,
manipulate and report publicly available data through the use of proprietary
techniques. Although management believes that the Company's business is not
significantly dependent upon patent protection, it has investigated possible
patent protection for several of the software techniques used in the development
of its geographic databases. To date, the Company has no patents and has made no
patent applications.

         The Company has registered trademarks of "DataMap(R)," which
registration term expires on August 13, 2001, and "CAM-1+(R)," which
registration term expires on April 30, 2001, and has registered the service mark
"GUS(R)" which registration term expires on August 11, 2002

         The unregistered trademarks and service marks which are used by the
Company are ZIPR(TM), Geosurance(TM), VISTAEXPRESS(TM), VISTA Information
ExpressWay(TM), VISTA InfoNet(TM), VISTACheck(TM), TSDMonitor(TM), TSDF
Performance Monitor(TM), QuickSite(TM), STARView(TM), Search!(TM), Business
Trac(TM), GUS(TM) and Business Traks(TM).

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES.

         The Company's operations are conducted within the United States, and no
material portion of the Company's revenues is generated by export sales.


                                       10
<PAGE>

 ITEM 2.  DESCRIPTION OF PROPERTIES


         The Company's principal executive offices and Environmental Risk and
Due Diligence Information Services operations are located at 5060 Shoreham
Place, San Diego, California. The Company leases approximately 20,000 square
feet of space at this facility pursuant to a lease expiring in December 2003.
The lease for this facility provides for rent of approximately $30,000 per
month, subject to increase on an annual basis not to exceed 5 percent per year.
The Company also pays a pro rata share of operating expenses associated with
this space.

         The Company leases approximately 13,000 square feet of space at 5354 
Parkdale Drive, St. Louis Park, Minnesota for its Insurance Risk Information 
Services operations pursuant to a lease executed December 1998, commencing 
March 1999 and expiring in February 2007. The lease for this facility 
provides for rent of approximately $14,400 per month, subject to increases in 
years two through seven of $270 per month each year. The Company also pays a 
pro rata share of taxes associated with this space.

         The Company leases approximately 4,100 square feet of office space 
located at 5 Sarnowski Drive, Glenville, New York, for a data center and 
sales office for its Environmental Risk and Due Diligence Information 
Services operations pursuant to a lease executed January 1997 expiring in 
December 2001. The lease for this facility provides for rent of approximately 
$4,100 per month, subject to increases in years two through five of 
approximately $120 per month each year.

         The Company leases approximately 2,500 square feet of office space 
located at 187 Route 81, Killingworth, Connecticut, for a technical center 
for its Environmental Risk and Due Diligence Information Services operations 
pursuant to a lease executed December 1997 expiring in 1999. The lease for 
this facility provides for rent of approximately $1,800 per month.

         The Company leases approximately 1,430 square feet of office space 
located at 7400 E. Arapahoe Road, Englewood, Colorado, for a sales and 
production office for its Environmental Risk and Due Diligence Information 
Services operations pursuant to a lease which commenced August 1994. The lease 
for this facility provides for rent of approximately $1,193 per month.

         The Company also leases approximately 300 square feet of office 
space located at 149 Fifth Avenue, New York, New York, for a sales and 
production office for its Environmental Risk and Due Diligence Information 
Services operations pursuant to a lease commencing December 1997 and renewing 
automatically each December. The lease for this office provides for rent of 
approximately $1,200 per month.

         The Company also leases approximately 5,400 square feet of office 
space at 100 N. Winchester Blvd., Santa Clara, California, for its Property 
Disclosure Information Services operations pursuant to leases commencing 
April 1997 and March 1998 and expiring February 2001 and June 2001. The 
leases for this facility provide for rent of approximately $9,000 per month, 
subject to increases of approximately $380 per month each year.

         The Company leases approximately 295 square feet of office space
located at 945 Hopmeadow Street, Simsbury, Connecticut, for a sales office
pursuant to a lease commencing February 1998 and expiring in 1999. The lease for
this facility provides for rent of $361 per month.


ITEM 3.   LEGAL PROCEEDINGS


         On July 28, 1998 the Company terminated a strategic alliance with 
Phase One Inc. ("POI"). On August 19, 1998 POI filed a complaint against the 
Company with the American Arbitration Association in San Diego, CA alleging, 
among other things, that the Company incorrectly terminated the alliance and 
withheld revenue distributions from POI. The Company believes that these 
claims have no merit and that any outcome of this arbitration would not have 
a material impact on the Company's financial results or business condition. 
This statement is forward-looking and subject to risks and uncertainties 
inherent in any legal proceeding. Accordingly, no assurances can be given 
that the outcome or the process of resolving the claims made in this 
proceeding will not adversely affect the Company's financial results or 
business condition.

         In October 1998, the Company filed a complaint against ISO with the 
American Arbitration Association alleging, among other things, that ISO 
incorrectly calculated certain processing fees and withheld these fees from 
from the monthly GUS revenue distributions to the Company. The Company has 
currently recorded a receivable from ISO which amounts to approximately 
$750,000 at December 31, 1998. An arbitrator has been selected and the 
arbitration is scheduled for April 15 and 16, 1999. This statement is 
forward-looking and subject to risks and uncertainties inherent in any legal 
proceeding. Accordingly, no assurances can be given that the outcome or the 
process of resolving the claims made in this proceeding will not adversely 
affect the Company's financial results or business condition.

         In October 1998, the Company filed a complaint against ISO with the 
American Arbitration Association alleging, among other things, that ISO has 
incorrectly calculated processing fees from GUS transactions submitted 
outside ISO's telecommunications network and witheld these fees from the 
monthly GUS revenue distribution to the Company.  An arbitrator has been 
selected and the arbitration is scheduled for April 15 and 16, 1999.  
Management and its counsel believe that the Company is entitled to the 
withheld revenue distributions in accordance with the relevant provisions of 
the ISO agreement and, accordingly, the Company has recorded a receivable of 
approximately $750,000 from ISO.  This statement is forward-looking and 
subject to risks and uncertainties inherent in any legal proceeding. While the 
Company believes it will be awarded the withheld amounts, no assurances can be 
given that the outcome or the process of resolving the claims made in this 
proceeding will not adversely affect the Company's financial results or 
business condition.


                                       11
<PAGE>

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


         No matter was submitted to a vote of the security holders of the
Company during the quarter ended December 31, 1998.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         The Company's Common Stock is currently traded on the NASDAQ 
National Market under the symbol "VINF". Prior to March 19, 1999, the 
Company's Common Stock was traded on the Nasdaq SmallCap Market. The 
following table sets forth, for each of the quarters indicated, the range of 
high and low bid quotations for the Company's Common Stock. Quotations 
reflect inter-dealer prices, without retail mark-up, mark-down or commission, 
and may not represent actual transactions.

<TABLE>
<CAPTION>

         QUARTER ENDED                                                        HIGH              LOW
         -------------                                                       ------           -------
<S>                                                                         <C>              <C>   
         FISCAL 1997
                    Quarter Ended March 1997                                $1.876           $0.688
                    Quarter Ended June 1997                                  3.626            1.000
                    Quarter Ended September 1997                             6.876            3.250
                    Quarter Ended December 1997                             10.500            5.876
         FISCAL 1998
                    Quarter Ended March 1998                                 9.626            7.375
                    Quarter Ended June 1998                                  10.75            6.625
                    Quarter Ended September 1998                             8.938            4.375
                    Quarter Ended December 1998                              8.125            2.781
</TABLE>

         Share prices reported in the above table have been retroactively
restated from their actual prices to reflect the reverse split discussed
previously.

         As of March 22, 1999, the Company's transfer agent reported
approximately 519 holders of record of the Company's Common Stock. 

         The Company has never paid any cash dividends on its Common Stock. The
Company currently intends to retain any future earnings to fund the development
of its business and does not anticipate that it will pay cash dividends on its
Common Stock in the foreseeable future. Additionally, agreements with various
lenders restrict the Company's ability to pay cash dividends.

         On October 1, 1998, the Company issued 53,000 shares of Common Stock 
to Environmental Information Services, Inc. ("EIS") in consideration for 
substantially all of the assets of EIS. On December 31, 1998, the Company 
sold 837,521 shares of Common Stock to Century Capital Partners, LP, a 
venture capital fund. These shares were issued pursuant to the exemption from 
registration provided by Section (412) of the Securities Act, in reliance in 
part on the investment representations of the parties acquiring the shares.


                                       12
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         The following discussion and analysis provides information that the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition. This discussion
should be read in conjunction with the financial statements and footnotes, which
appear elsewhere in this Report.

         This discussion and analysis contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934 and Section
27A of the Securities Act of 1933, which are subject to the "safe harbor"
created by that section. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates" and similar expressions or variations
of such words are intended to identify forward-looking statements, but are not
the exclusive means of identifying forward-looking statements in this Report.
Additionally, statements concerning future matters such as the features,
benefits and advantages of the Company's products, the development of new
products, enhancements or technologies, business and sales strategies,
competition and facilities needs and other statements regarding matters that are
not historical are forward-looking statements. Such statements are subject to
certain risks and uncertainties, including without limitation those discussed in
"Risk Factors" section later in this Report. The Company's actual future
results could differ materially from those projected in the forward-looking
statements. The Company assumes no obligation to update the forward-looking
statements. Readers are urged to review and consider carefully the various
disclosures made by the Company in this Report, which attempts to advise
interested parties of the risks and factors that may affect the Company's
business, financial condition and results of operations. Because of these 
risks and uncertainties, readers should not place undue reliance on any such 
forward-looking statements.

         VISTA provides environmental risk information and address-based hazard
and classification information to bankers, engineers, insurance companies and
corporations throughout the United States. The Company, originally known as
DataMap, Inc. ("DMI"), was founded in 1975 to develop geographic-demographic
analysis tools for business ("GIS"). Supporting this business line, the Company
has developed a proprietary service known as the Geographic Underwriting System
("GUS(R)") which delivers address-based hazard and classification information to
property/casualty insurance underwriters. GUS provides insurance underwriters
and loss control groups of insurance companies with on-line or batch access to a
series of reports presenting specific classification and hazard information
about the property to be insured. The Company's geo-demographic information
databases, technological understanding and techniques of geographic information
processing provide the basis for its current services. Additional insurance
information layers can be added to the Company's current GUS service offering
due to the application's modular design.


                                       13
<PAGE>

         On February 28, 1995, DMI acquired VISTA Environmental Information, 
Inc. ("VISTA Environmental") in exchange for newly issued common and 
preferred shares of DMI. The acquisition of VISTA Environmental expanded the 
Company's existing product line to include environmental risk information and 
significantly increased the marketing capability within the Company. VISTA 
Environmental provides address and name based environmental risk information 
about properties and companies in the United States to bankers, engineers and 
corporations. On May 23, 1995, the Company changed its name from DataMap, 
Inc. to "VISTA Information Solutions, Inc."

         In April 1998, the Company acquired ENSITE Corporation of Denver 
("Entrac"), a provider of detailed environmental information to engineers and 
financial institutions.

         In July 1998, the Company acquired 80 percent of the outstanding stock
of E/Risk Information Services ("E/Risk") in exchange for cash and newly issued
common shares of the Company. In January 1999, the Company reached an agreement
to acquire the remaining shares of E/Risk for newly issued Common Stock.

         In October 1998, the Company acquired substantially all assets of
Environmental Information Services, Inc. a provider of environmental research
reports.

         In January 1999, the Company merged with GeoSure, LP, a company 
which provides environmental risk and due diligence information and is a 
party to a 99-year license agreement with the Sanborn Company to distribute 
Sanborn fire insurance maps. Under the terms of the agreement, the Company 
may distribute copies of historical fire insurance maps known as "Sanborn 
maps" for a royalty fee equal to 30 percent of the Sanborn Company's 
prevailing price. GeoSure, LP also owns all shares of National Research 
Center, LLC, a provider of flood determination information and a majority 
interest in National Research Center Insurance Services, Inc., a provider of 
flood insurance services.

         In March 1999, the Company merged with EcoSearch Environmental 
Resources, Inc. a national provider of environmental information services.

         On January 27, 1998 the Company's Board of Directors approved a 
reincorporation of the Company in Delaware and a one-for-two reverse stock 
split. On March 27, 1998, the Company's stockholders approved the 
reincorporation and reverse stock split, which went into effect after the 
close of the market on March 27, 1998. All references to common shares, 
earnings (loss) per common share and conversion rates herein have been 
restated to retroactively reflect the effect of the reverse split. In 
connection with the reincorporation of the Company as a Delaware corporation 
the par value of the Company's Common and Preferred stock was changed to 
$.001 per share. 


                                       14
<PAGE>

RESULTS OF OPERATIONS


COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO THE YEAR ENDED DECEMBER 31,
1997.

         REVENUE. Total revenues increased 45 percent from $10,391,000 for 
the year ended December 31, 1997, to $15,068,000 for the year ended December 
31, 1998. Revenues from Environmental Risk and Due Diligence Information 
Services increased 28 percent from $7,065,000 for the year ended December 31, 
1997 to $9,014,000 for the year ended December 31, 1998. Insurance Risk 
Information Services revenues increased 34 percent, totaling $3,326,000 for 
the year ended December 31, 1997 compared with $4,472,000 for the year ended 
December 31, 1998. Revenue from Property Disclosure Information Services 
(developed in 1998) totaled $1,582,000 for the year ended December 31, 1998. 
Increases in environmental revenues are primarily the result of additional 
STARVIEW contracts, the acquisition of Entrac and an effort by the Company to 
increase sales of products known as reference products. In 1997, the Company 
initiated a campaign to convert existing transaction-based business to longer 
term contract relationships through the STARVIEW desktop service. Initially, 
this lead to a reduction in revenue because of lower overall pricing, but in 
1998 the Company believes that it has overcome this decrease through market 
share increases as a result of contractual relationships. In 1997, the 
Company changed its selling strategy to place a lower emphasis on historical 
reference reports, which are products that are purchased and resold to 
customers and typically have lower gross margins. In 1998, the Company was 
able to decrease vendor costs and improve gross margins and renewed efforts 
to sell these reports. The increase in Insurance Risk Information Services 
(comprised of the GUS product line) revenue was the result of ISO's agreement 
with State Farm (signed in April 1997) and a general increase in utilization 
of GUS by insurers. The Company's revenues during 1998 were not significantly 
affected by changes in prices compared to 1997.

         GROSS MARGIN. Gross margins increased 45 percent from approximately 
$8,073,000 for the year ended December 31, 1997 to approximately $11,726,000 
for the year ended December 31, 1998. Gross margins as a percent of revenue 
remained at 78 percent of revenue for the years ended December 31, 1998 and 
1997. Gross margin as a percent of Environmental and Due Diligence 
Information Services revenue was 69 percent of revenue for the year ended 
December 31, 1998 compared to 67 percent of revenue for the year ended 
December 31, 1997. Increases in revenue from the Company's STARVIEW product, 
which have higher gross margins offset by increases in historical reference 
product revenue, which have lower gross margins, were the primary causes of 
the improvement in gross margins.

         OPERATING EXPENSES.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 54 percent from $6,217,000 for the year ended
December 31, 1997, to $9,582,000 for the year ended December 31, 1998. This
increase is primarily due to costs associated with the formation of the property
disclosure information services division, combined with added sales and
marketing initiatives in 1998 as well as a general increase in administrative
functions necessary to accommodate acquisitions and growth.

         RESEARCH AND DEVELOPMENT. Research and development expenses increased
31 percent from $919,000 for the year ended December 31, 1997 to $1,204,000 for
the year ended December 31, 1998. This increase was primarily the result of
development activities associated with the Company's VISTACHECK Internet order
and delivery platform and the development of the property disclosure information
services division.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased
62 percent from $5,048,000 for the year ended December 31, 1997 to $1,900,000
for the year ended December 31, 1998. This decrease is primarily the result of
decreased amortization of acquired technology associated with the acquisition of
Vista Environmental due to the completion of the amortization in February 1998.

         RESTATEMENT OF SEPTEMBER 1998 FINANCIAL STATEMENTS. As discussed in 
the notes to the financial statements, the Company restated its September 30, 
1998 financial statements to reduce the amount of purchase price allocated to 
acquired in-process research and development recognized in the acquisition of 
E/Risk in July 1998 by $2,900,000. This amount has been classified as 
acquired technology and environmental databases in the Company's consolidated 
balance sheet, and is being amortized over its estimated useful life of 5 
years.


                                       15
<PAGE>

         RESTRUCTURING AND OTHER CHARGES. During 1998, the Company recorded  
pretax restructuring and other unusual charges of approximately $1,361,000 as 
part of the Company's strategy to reduce costs and focus on its core business 
and improve overall financial discipline. The following categories comprise 
the restructuring and other unusual charges:

<TABLE>
<CAPTION>

                      Workforce         Business       Terminated       Canceled         
                      Reductions     Consolidations     Alliance      Acquisitions     Total
<S>                   <C>            <C>               <C>            <C>            <C>
Labor costs           $109,000        $ 523,000                                      $  632,000
Legal fees                                            $ 300,000       $  55,000         355,000
Consulting costs        74,000                                          112,000         186,000
Equipment disposals                      25,000          27,000                          52,000
Office rent              7,000           49,000                                          56,000
Other                                    50,000          30,000                          80,000
                      --------          -------         -------         -------      ----------
Total                 $190,000        $ 647,000       $ 357,000       $ 167,000      $1,361,000
                      --------          -------         -------         -------      ----------
                      --------          -------         -------         -------      ----------
</TABLE>

         In July 1998, the Company's Board of Directors approved a plan to 
reduce administrative staff, consolidate management and operations of the 
Property Disclosure Information Services department, terminate a strategic 
alliance and discontinue certain merger and acquisition activities. 
Approximately 25 jobs were eliminated as a result of the workforce reduction 
and business consolidation. Affected employees were entitled to receive 
severance benefits either as part of employment contracts or Company policy. 
In July 1998, the Company elected to terminate a strategic alliance to 
develop and market certain environmental information products after it was 
determined that profitable operations would likely not be achieved. As 
discussed in Item 3, VISTA's partner in this alliance has alleged that the 
Company, among other things, incorrectly terminated the alliance and 
withheld revenue distributions. The Company has incurred approximately 
$110,000 of legal and accounting fees in 1998 as a result of this dispute and 
expects to incur an additional $190,000 of legal and accounting fees in 1999 
and, accordingly, has recorded these costs in 1998. During 1997 and 1998, the 
Company recorded deferred costs for acquisition activities. As a result of 
the cancellation of these activities, the Company expensed the accumulated 
deferred costs. The Company expects that the restructuring actions it has 
taken will result in costs savings of approximately $1,700,000 annually. This 
statement is forward-looking and subject to risks and uncertainties. No 
assurance can be made that these cost reductions will not result in decreased 
revenue or diminished competitiveness in its markets.

         INTEREST EXPENSE. Interest expense decreased 81 percent from $1,466,000
for the year ended December 31, 1997, to $277,000 for the year ended December
31, 1998. The accelerated amortization in 1997 of approximately $548,000 of the
value of warrants issued with the debt financings in 1996 and 1997, due to their
early retirements, combined with lower overall debt levels in 1998 were the
primary reasons for decreases in interest expense.

         INFLATION. The Company's management believes that inflation has not had
a material effect on the Company's results of operations or financial condition.


                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


         As reflected in the Company's statements of cash flows, the 
Company's operations historically have not generated sufficient cash flows to 
meet the on-going cash needs of the Company. However, the Company believes 
that current cash flows being generated from operations, combined with the 
borrowing capacity discussed below will be sufficient to fund operations in 
1999. Factors impacting this forward looking information are the levels of 
the Company's overall revenues and overhead expenses and changes in the 
Company's accounts receivable turnover. If cash flows from operations are not 
sufficient to meet cash needs during 1999, however, the Company may need to 
raise additional debt or equity financing to meet its operating capital 
needs. In addition, the Company may need to raise additional capital in the 
future to meet various strategic growth and research and development 
initiatives. There can be no assurance that the Company will be able to 
obtain any required additional funding on satisfactory terms, if at all. If 
the additional funding is not obtained, the Company will seek alternative 
sources of debt and/or equity financing and, to the extent necessary, will 
reduce overhead expenditures.

         Net cash provided by operating activities for the twelve months 
ended December 31, 1998 was approximately $119,000 compared to $1,772,000 net 
cash used in operating activities during the twelve months ended December 31, 
1997. Increases in accounts receivable were primarily the result of increases 
in revenue associated with acquisitions, growth in STARVIEW revenue and GUS 
processing fees and an increase in accounts receivable from ISO as discussed 
below. Increases in other current liabilities were primarily attributed to 
the accrual of restructuring and other costs and an accrual for costs related 
to the Company's 401(k) plan.

         In October 1998, the Company filed a complaint against ISO with the 
American Arbitration Association alleging, among other things, that ISO has 
incorrectly calculated processing fees from GUS transactions submitted 
outside ISO's telecommunications network and witheld these fees from the 
monthly GUS revenue distribution to the Company.  An arbitrator has been 
selected and the arbitration is scheduled for April 15 and 16, 1999.  
Management and its counsel believe that the Company is entitled to the 
withheld revenue distributions in accordance with the relevant provisions of 
the ISO agreement and, accordingly, the Company has recorded a receivable of 
approximately $750,000 from ISO.  This statement is forward-looking and 
subject to risks and uncertainties inherent in any legal proceeding. While the 
Company believes it will be awarded the withheld amounts, no assurances can be 
given that the outcome or the process of resolving the claims made in this 
proceeding will not adversely affect the Company's financial results or 
business condition.

         Net cash used in investing activities for the twelve months ended
December 31, 1998, was approximately $2,580,000 compared to $508,000 for the
twelve months ended December 31, 1997. Factors that account for this increase
include a cash payment of approximately $1,100,000 to one shareholder in the
acquisition of E/Risk as well as the expenditure of approximately $439,000 of
capitalized costs in connection with the acquisition and development of computer
software to be used by the Company solely for internal purposes. The Company has
invested substantially in computers, software and other technological equipment
over the last twelve months to accommodate the requirements of newer operating
systems and software development tools.

         Net cash provided by financing activities was approximately $2,506,000
during the twelve months ended December 31, 1998, compared to $2,565,000 during
the twelve months ended December 31, 1997. In 1998, the Company received cash of
$2,500,000 from the sale of Common Stock to Century Capital Partners, LP as
discussed below. The Company also paid $600,000 in dividends to SIRROM Capital
in connection with Series E and Series F Preferred Stock during 1998.

         The Company entered into an agreement for a commercial credit facility
of $1,500,000 with Silicon Valley Bank in April 1998. Borrowings under this
facility bear interest at 0.5 percent above the Prime Lending Rate published by
Silicon Valley Bank. Borrowings under this agreement were secured by
substantially all the assets of the Company. In October 1998, the Company was
notified by Silicon Valley Bank that it was in violation of certain covenants of
the loan agreement and, accordingly, no further cash advances were permitted
under the agreement.

         In December 1998, the credit facility discussed above was repaid 
with the proceeds from an accounts receivable purchase agreement. 
Transactions under the agreement were not treated as a sale of receivables 
due to the existence of repurchase obligations. The borrowings under this 
arrangement were collateralized by certain assets of VISTA Environmental and 
of E/Risk. The borrowing arrangement allowed the Company to borrow funds 
based on a percentage of eligible receivables, up to a maximum of $2,000,000. 
Proceeds from the agreement, which were secured by receivables of VISTA 
Environmental, bore interest at the rate of 1.5 percent per month. Proceeds 
from the agreement, which were secured by receivables of E/Risk Information 
Services, bore interest at the rate of 2.5 percent per month. There were 
additional administrative fees of 0.5 percent per month charged by the lender 
based on the value of the receivables submitted for borrowing. Subsequent to 
December 31, 1998, the Company retired this facility using funds from the 
sale of Common Stock discussed below.

         In July 1998, the Company borrowed $1,500,000 from Silicon Valley Bank
for the purchase of shares of E/Risk Information Services. This loan had a term
of five years, bore interest of 9 percent annually and was paid in monthly
installments of principal and accrued interest. The Company retired this loan in
December 1998 using funds from the sale of Common Stock discussed below.


                                       17
<PAGE>

         On December 31, 1998 the Company sold 837,521 shares of Common Stock to
Century Capital Partners, LP for an aggregate price of $5,000,000. $2,500,000
was received in cash on the date of the sale and a $2,500,000 Note Receivable
was recorded for the remaining portion of the purchase price. In January 1999
the Company received $2,500,000 from Century Capital Partners, LP, which retired
the Note Receivable. Initial proceeds from this sale were used to retire the
above-mentioned term loan and reduce trade accounts payable. Proceeds from the
payment of the Note Receivable in January 1999 were used to retire the
above-mentioned accounts receivable purchase agreement, further reduce trade
accounts payable, make payments to HomeSeekers.com as required by the
technology alliance agreement and provide working capital.

         On March 19, 1999 the Company received a financing proposal from
Silicon Valley Bank for a revolving credit line of up to $5,000,000. Under the
proposed terms, proceeds would bear interest at a rate of 1 percent above the
Prime Lending Rate published by Silicon Valley Bank. The proposal also includes
certain covenants related to financial performance, mergers and acquisitions and
other financing activities. The proposal does not constitute a commitment from
Silicon Valley Bank and, accordingly, no assurances can be made that the
proposal will be approved. 

         The Company is currently in discussions with several financing 
companies regarding potential lending arrangements and private equity 
placements. There are no assurances that these discussions will result in 
additional sources of capital for the Company.


                                       18
<PAGE>

RISK FACTORS

         IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT, THE FOLLOWING
FACTORS (AS WELL AS OTHER FACTORS NOT LISTED) HAVE THE POTENTIAL TO MATERIALLY
AFFECT THE COMPANY'S FUTURE OPERATIONS.


         COMPETITION. The Company's environmental risk and due diligence and 
property disclosure information services operate in highly competitive 
environments. The ability of competitors to gain market share from VISTA or 
to drive down prices for these services may affect the operating margins and 
overall profitability of the Company.

         TECHNOLOGICAL CHANGE. The Company is dependent upon advanced software
development tools to maintain and upgrade its various database and reporting
systems. As currently popular operating systems and software development tools
are changed or replaced, the Company must continually evaluate the need to
migrate its existing applications to these systems and respond accordingly. The
ability to respond to these changes may affect the performance, compatibility,
level of support and market acceptance the Company is able to achieve for its
services. Furthermore, the cost of maintaining and upgrading technological
software and hardware may affect the profitability and working capital of the
Company. Failure to anticipate the correct relative priorities of these 
projects would affect the Company's operating results.

         DEPENDENCE ON ISO FOR GUS REVENUES. The Company's 15-year agreement 
with ISO grants them the exclusive sales and marketing rights for GUS 
services. Sales of the Company's GUS product line, and a significant portion 
of the Company's revenues and gross margin, are dependent upon ISO's ability 
to penetrate this industry segment.

         NEED TO INTEGRATE ACQUISITIONS. The Company has engaged in a number 
of acquisitions and may continue to do so. Many of these acquisitions require 
substantial integration with existing operations to realize their expected 
returns on investment. Integration includes, among other things, absorption 
of administrative functions that are eliminated from the acquired company, 
combining sales and marketing activities with existing departments and 
standardizing technological systems across business units. Failure to execute 
business integrations successfully may result in increased costs, customer 
attrition and decreases in revenue and would have a material impact on the 
operating results of the Company.


                                       19
<PAGE>

YEAR 2000 COMPLIANCE.

         Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. Beginning in the
year 2000, these date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by organizations may need to be upgraded to comply
with the "Y2K" requirements. There is significant uncertainty in the software
and information services industries concerning the potential effects associated
with such compliance. The Securities and Exchange Commission ("the SEC" or "the
Commission") has issued specific guidelines for disclosure of known and
potential risks of Y2K issues and of plans to minimize or mitigate those risks.

         STATE OF READINESS. The Company believes that the majority of its
software, networks and computer operating systems comply with Y2K readiness
standards. Certificates of Y2K compliance have been obtained from manufacturers
of certain software in use by the Company. The Company is currently seeking such
certificates from all manufacturers of software which it expects could be
affected by Y2K issues. Since the majority of its computer hardware and other
electronic equipment with embedded software have been purchased during the past
18 months, the Company believes that such equipment will not be impaired or
disabled by Y2K issues. The Company has obtained compliance certificates from
substantially all manufacturers of this type of equipment which reasonably could
impact the Company's operations and continues to seek compliance certificates
from additional manufacturers. Lack of readiness for Y2K issues on the part of
suppliers, customers and other third parties could materially impact the
Company's ability to maintain operations. In particular, the lack of readiness
of Internet providers and telecommunications companies could result in an
interruption of its online commerce system. The Company has obtained
confirmation of the readiness of a majority of third parties and continues to
seek confirmation from other third parties. The Company is in the process of
formulating response plans in case of interruptions of this nature and 
estimates to have such plans in place by the second quarter of 1999. This 
statement is forward-looking and subject to risks and uncertainties. No 
assurances can be made regarding the ability of the Company to formulate or 
execute any response plans.

         COSTS TO ADDRESS Y2K ISSUES. The Company generally addresses Y2K issues
related to internally developed software as a part of its normal software
development and testing procedures. As such, costs previously incurred to
address these Y2K issues are not easily segregated. Purchased software is
normally replaced or updated within 18 months of the date acquired and, as such,
replacements or updates specifically for the purpose of addressing Y2K issues
are not distinguishable from ordinary replacements or updates. For example, in
1998, the Company replaced its accounting software with new software that is Y2K
compliant. This replacement occurred as part of the ordinary course of
maintaining the Company's information systems, not specifically to address
the Y2K compatibility of the prior system. The Company estimates that the costs
incurred for evaluating and addressing Y2K issues relating to its internal and
commercial software and hardware to be less than $250,000 and that future costs
will not exceed $750,000. This statement is forward-looking and subject to risks
and uncertainties. No assurances can be given that, if an effective readiness
plan can be designed and implemented, costs can be held to this level and that
sources of capital to fund such a project could be obtained. Costs to address
Y2K issues with third parties have not been estimated, though the Company
expects that a substantial portion of such costs would be borne by the
respective third parties.

         RISKS OF Y2K ISSUES. The Company is not aware of any specific issues 
which would have a material effect on its operations, liquidity or financial 
condition, but can make projections of reasonably likely, "worst case" 
scenarios which could have such an effect. An interruption of Internet or 
telecommunications services for an extended period of time would prevent the 
Company from providing service to a substantial portion of its customers, 
resulting in a material loss of revenue. A protracted "crash" of the 
Company's internal networking and operating software would also result in a 
material loss of revenue as well as an interruption of research and 
development activities. This scenario could also result in the inoperability 
of the Company's financial systems which could hinder its ability to collect 
revenue and comply with financial reporting requirements.

         CONTINGENCY PLANS. The Company has not yet developed a formal
contingency plan to address Y2K issues but is currently evaluating backup
systems and alternative third party providers that may be required if the
actions and plans discussed above are not sufficient to prevent a material
effect on its operations.


                                       20
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


         The Company's Consolidated Financial Statements and Notes thereto, and
the Reports of its Independent Accountants thereon, are included in this Annual
Report on Form 10-KSB on pages F-1 to F-28.

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

         In June 1998, the Company dismissed McGladrey & Pullen, LLP, the
Company's independent auditors. During the Company's two most recent fiscal
years and the subsequent interim periods up to the date of termination, there
were no disagreements with McGladrey & Pullen on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of McGladrey & Pullen LLP,
would have caused McGladrey & Pullen LLP to make reference to the matter in
their report. McGladrey & Pullen's report on the Company's financial statements
for each period for which McGladrey & Pullen performed an audit of the Company's
financial statements contained no adverse opinion or disclaimer of opinion and
was not modified or qualified as to uncertainty, audit scope, or accounting
principles. The decision to change accountants was approved by the Board of
Directors of the Company. In July 1998, the Company engaged Deloitte & Touche
LLP to act as its independent auditors to audit the Company's consolidated
financial statements.



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT: COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT

(A) DIRECTORS OF THE REGISTRANT.

The information under the captions "Election of Directors -- Information about
Nominees" and "-- Other Information about Nominees" contained in the 1999 Proxy
Statement is incorporated herein by reference.


                                       21
<PAGE>

(B) EXECUTIVE OFFICERS OF THE REGISTRANT.


EXECUTIVE OFFICERS OF THE REGISTRANT

         The executive officers of the Company, their ages and the offices held,
         as of March 25, 1999 are as follows:

<TABLE>
<CAPTION>

         NAME                 AGE      CURRENT POSITION WITH COMPANY
         ----                 ---      -----------------------------
<S>                           <C>      <C>                                               
         Thomas R. Gay        53       President, Chief Executive Officer and Director

         E. Stevens Hamilton  65       Chief Financial Officer, Secretary

         Howard Shuster       48       Vice President, Sales

         Arnold E. Jensen     51       Vice President and Manager, VISTA Information Center

         Mark F. Catone       41       Vice President, Product Development

         Jerome T. Marani     54       Executive Vice President, Property Disclosure Information Services

         Jeffrey F. Woodward  50       Executive Vice  President, Environmental Risk and Due Diligence Information Services

         Scott Clyde          50       Executive Vice President, Internet Marketing
</TABLE>


                                       22
<PAGE>

         THOMAS R. GAY has been the President and Chief Executive Officer of the
Company since February 1995. Mr. Gay was a co-founder of VISTA Environmental and
served as the President and CEO of VISTA Environmental from August 1991 to
February 1995. From 1988 to August 1991 Mr. Gay served as President of National
Decision Systems, a company involved in marketing information products,
databases and software, which he also co-founded.

         E. STEVENS HAMILTON has been the Chief Financial Officer of the Company
since January 1996. From January 1995 to December 1995, Mr. Hamilton provided
consulting services to emerging high technology companies under the sponsorship
of the High Technology Resource Center of San Diego. From 1991 to January 1995,
Mr. Hamilton was the Chief Financial Officer of SECOR International, Inc., an
environmental engineering and information technology consulting company. In
addition to serving as the Company's Chief Financial Officer, Mr. Hamilton
continues to provide consulting services to emerging businesses on a part-time
basis.

         HOWARD SHUSTER has been the Vice President of Sales of the Company
since September 1996. Mr. Shuster previously served as Vice President of Sales
for IHS Engineering, Englewood CO. During his 19 year career with IHS Mr.
Shuster held numerous management positions including service as President of
Logicraft Nashua, NH, an IHS subsidiary.

         ARNOLD E. JENSEN has been Vice President and Manager, VISTA Information
Center since February 1995. From 1990 to February 1995, Mr. Jensen was employed
by VISTA Environmental as Vice President and Manager, VISTA Information Center.
Prior to 1990, Mr. Jensen was Vice President of Irving Trust Company, serving as
a manager in the areas of corporate finance consulting, mergers and
acquisitions, marketing research and customer service.

         MARK F. CATONE has been Vice President of Product Development since
November 1996. Mr. Catone previously served as Vice President of Systems
Development and Product Marketing for National Decision Systems, a San
Diego-based division of Equifax, Inc., Atlanta, GA. Mr. Catone began with
Equifax in June 1985.

         JEROME T. MARANI has been Vice President of the Company's Property 
Disclosure Information Services division since July 1998. From 1996 to 1998 
Mr. Marani was Vice President of American Business Information, Inc., a 
provider of marketing and demographic information. Prior to 1996 Mr. Marani 
served as Executive Vice President of Environmental Sales and Operations of 
the Company since February 1995. Mr. Marani was employed by VISTA 
Environmental from its inception in May 1990 to February 1995 as Vice 
President of Marketing and New Business Development. Prior to May 1990, Mr. 
Marani was Vice President of Business Information Services at TRW Information 
Services

         JEFFERY F. WOODWARD has been Executive Vice President of the 
Company's Environmental Risk and Due Diligence Information Services division 
since January 1999. From July 1996 to January 1999, Mr. Woodward was 
Executive Vice President and Chief Financial Officer of GeoSure, LP a 
provider of environmental risk and flood information. Mr. Woodward previously 
served for eleven years in various senior capacities with Lexis-Nexis, a 
distributor of legal information, the most recent position being that of 
General Manager of a major customer segment.

         SCOTT CLYDE has been Vice President of Internet Marketing Strategy 
since March 1999. From 1995 to March 1999, Mr. Clyde was Vice President of 
Internet Services with PC Quote, Inc., a distributor of stock, option and 
commodity information to Internet users and web sites. From 1989 to 1995 Mr. 
Clyde served PC Quote as Vice President of Market Development. Prior to 1989, 
Mr. Clyde was Manager of Financial Services for the CompuServe Information 
Service, where he managed the launch and early evolution of CompuServe's 
financial channel including many of the original online brokerage and home 
banking experiments.


                                       23
<PAGE>

(C) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The information under the caption "Compliance with Section 16(a) of the 
Exchange Act" contained in the 1999 Proxy Statement is incorporated herein by 
reference.

ITEM 10. EXECUTIVE COMPENSATION


         The information under the captions "Executive Compensation and Other 
Benefits" and "Election of Directors -- Director Compensation" contained in 
the 1999 Proxy Statement is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information under the caption "Principal Shareholders and Beneficial
Ownership of Management" contained in the 1999 Proxy Statement is incorporated
herein by reference.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         The information under the caption "Related Transactions" contained in
the 1999 Proxy Statement is incorporated herein by reference.


                                       24
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

         (1) FINANCIAL STATEMENTS OF REGISTRANT

         The following items are included in this Annual Report on Form 10-KSB
(page numbers refer to pages in this Annual Report on Form 10-KSB):

<TABLE>
<CAPTION>

         CONSOLIDATED FINANCIAL STATEMENTS                                                     PAGE
         ---------------------------------                                                     ----

<S>                                                                                      <C>
          Index to Consolidated Financial Statements............................                 26
          Reports of Independent Accountants....................................         F-1 to F-2
          Consolidated Balance Sheets...........................................         F-3 to F-4
          Consolidated Statements of Operations.................................                F-5
          Consolidated Statements of Changes in Stockholders' Equity ...........                F-6
          Consolidated Statements of Cash Flows ................................         F-7 to F-8
          Notes to Consolidated Financial Statements............................         F-9 to F-28
</TABLE>


         (2) FINANCIAL STATEMENT SCHEDULES

         Financial statement schedules are omitted because of the absence of the
conditions under which they are required or because the information required is
included in the financial statements or notes thereto.

         (3) EXHIBITS.

         The exhibits to this Annual Report on Form 10-KSB are listed in the
Exhibit Index on pages E-1 to E-6 of this Report.

         A copy of any of the exhibits listed or referred to above will be
furnished at a reasonable cost to any person who was a shareholder of the
Company as of December 31, 1998, upon receipt from any such person of a written
request for any such exhibit. Such request should be sent to VISTA Information
Solutions, Inc., 5060 Shoreham Place, #300, San Diego, CA 92122 (Attn: Chief
Financial Officer).

(B) REPORTS ON FORM 8-K.


         No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 1998.


(C) EXHIBITS.

         The response to this portion of Item 13 is included as a separate
section of this Annual Report on Form 10-KSB.


                                       25
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                    Page
                                                                    ----

<S>                                                               <C>
Independent Auditors' Reports                                      F-1 to F-2

Consolidated Balance Sheets                                        F-3 to F-4

Consolidated Statements of Operations                                     F-5

Consolidated Statements of Changes in Stockholders' Equity
                                                                          F-6

Consolidated Statements of Cash Flows                              F-7 to F-8

Notes to Consolidated Financial Statements                        F-9 to F-28

</TABLE>


                                       26
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
VISTA Information Solutions, Inc.
San Diego, California

         We have audited the accompanying consolidated balance sheet of VISTA 
Information Solutions, Inc. and subsidiaries as of December 31, 1998, and the 
related statements of operations, changes in stockholders' equity, and cash 
flows for the year 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 audit. 

         We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a reasonable basis for our opinion.

         In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
1998, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP


San Diego, California
April 9, 1999


                                       27
<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
VISTA Information Solutions, Inc.
San Diego, California

We have audited the accompanying consolidated balance sheet of VISTA 
Information Solutions, Inc. and subsidiary as of December 31, 1997, and the 
related consolidated statements of operations, changes in stockholders' 
equity, and cash flows for the year 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 audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 accounts 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 audit provides a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Vista 
Information Solutions, Inc. and subsidiary as of December 31, 1997 and the 
results of their operations and their cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

McGLADREY & PULLEN, LLP

San Diego, California
March 24, 1998


                                       28
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997


<TABLE>
<CAPTION>

ASSETS                                                                              1998              1997

----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>               
Current Assets
  Cash                                                                      $        386,718 $          341,781
  Trade accounts receivable, less allowance for doubtful
    accounts of $868,986 and $191,500, respectively (Notes 4 and 6)                3,979,344          2,589,466
  Note receivable (Note 8)                                                         2,500,000                  -
  Prepaid expenses (Note 11)                                                         528,627            272,030
                                                                            ---------------- ------------------
Total current assets                                                               7,394,689          3,203,277
                                                                            ---------------- ------------------
Equipment, furniture and software, at cost 
  Equipment and furniture                                                          4,272,153          3,767,826
  Software                                                                         1,324,768            439,884
                                                                            ---------------- ------------------

                                                                                  5,596,921           4,207,710
  Less accumulated depreciation and amortization                                 (2,819,916)        (2,810,435)
                                                                            ---------------- ------------------

Net equipment, furniture and software                                             2,777,005          1,397,275
                                                                            ---------------- ------------------



Acquired technology and environmental databases and other
  intangible assets, less accumulated amortization of $12,711,912
  and $11,728,609, respectively (Note 2)                                           7,127,345            593,200

Deposits and other assets                                                            285,832            185,134
                                                                            ---------------- ------------------

                                                                            $     17,584,871 $        5,378,886
                                                                            ---------------- ------------------
                                                                            ---------------- ------------------
</TABLE>




See Notes to Consolidated Financial Statements.


                                       29
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                                 1998               1997

-------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>        
Current Liabilities
  Obligation to bank (Note 4)                                                $        1,133,083 $         -
  Current maturities of long-term obligations (Notes 5 and 7)                           599,363            391,872
  Accounts payable                                                                    1,163,918            497,744
  Accrued compensation and employee benefits (Note 13)                                  662,415            187,528
  Deferred revenue                                                                      323,521            243,967
  Other current liabilities (Note 3)                                                    959,882            238,795
                                                                             ------------------ ------------------
Total current liabilities                                                             4,842,182          1,559,906
                                                                             ------------------ ------------------



Long-term obligations, less current maturities (Notes 5 and 7)                          581,522            471,196

Commitments and contingencies (Notes 6, 7, 11, 13, 14 and 16)

Stockholders' Equity (Notes 8 and 9)
  Preferred stock, Series B convertible, par value $.001;
    liquidation value $3,000,000, authorized 200,000 shares;
    200,000 shares issued and outstanding                                                   200                200
  Preferred stock, Series C convertible, par value $.001;
    liquidation value $6,195,808, authorized 670,000 shares;
     issued and outstanding 1998; 370,607 and 1997; 375,607 shares                          371                376
  Preferred stock, Series D convertible, par value $.001;
    liquidation value $2,499,977, authorized 240,000 shares;
    187,124 shares issued and outstanding                                                   187                187
  Preferred stock, Series E convertible, par value $.001;
    liquidation value $2,500,000, 2,500 shares authorized,
    issued and outstanding                                                                    3                  3
  Preferred stock, Series F convertible, par value $.001;
    liquidation value $2,500,000, 2,500 shares authorized
    issued and outstanding                                                                    3                  3
  Preferred stock, undesignated series, 885,000 shares
    authorized, none issued
  Common stock, par value $.001; authorized 43,000,000 shares;
    issued and outstanding 1998; 11,952,329 and 1997; 9,440,956 shares                   11,952              9,441
  Additional paid-in capital                                                         49,845,742         37,384,055
  Accumulated deficit                                                               (37,697,291)       (34,046,481)
                                                                             ------------------ ------------------
                                                                                     12,161,167          3,347,784
                                                                             ------------------ ------------------
                                                                             $       17,584,871 $        5,378,886
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                       30
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                                      1998               1997

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

<S>                                                                          <C>                <C>               
Revenues                                                                     $       15,067,734 $       10,391,453
Cost of revenues                                                                      3,341,969          2,317,982
                                                                             ------------------ ------------------
Gross margin                                                                         11,725,765          8,073,471

Operating expenses:
  Selling, general and administrative                                                 9,581,944          6,216,965
  Research and development                                                            1,203,929            918,964
  Depreciation and amortization, including impairment loss
    on acquired technology in 1997 (Note 2)                                           1,899,664          5,047,746
  Restructuring and other charges                                                     1,360,932           -
                                                                             ------------------ ------------------

                                                                                     14,046,469         12,183,675
                                                                             ------------------ ------------------


Operating loss                                                                      (2,320,704)        (4,110,204)

Other expense:
  Interest expense                                                                    (276,960)        (1,465,711)
  Other expense                                                                        (21,809)           (20,585)
                                                                             ------------------ ------------------
                                                                                      (298,769)        (1,486,296)
                                                                             ------------------ ------------------
Net loss before minority interest                                                   (2,619,473)        (5,596,500)

Minority interest in loss of subsidiary                                                  68,663           -

Net loss                                                                            (2,550,810)        (5,596,500)

Preferred stock dividends declared (Note 8)                                           (600,000)          (200,000)
Accretion of convertible preferred stock dividends (Note 8)                           (500,000)          (560,606)
                                                                             ------------------ ------------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS                                 $      (3,650,810) $      (6,357,106)
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------

Basic and diluted loss per common share                                      $            (.35) $           (0.87)
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------

Weighted average common shares outstanding                                           10,394,671          7,328,363
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------
</TABLE>


See Notes to Consolidated Financial Statements.


                                       31
<PAGE>


VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                      Preferred        Common        Additional
                                                        Stock           Stock          Paid-in        Accumulated
                                                       (Note 8)       (Note 9)         Capital          Deficit           Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                                               <C>             <C>            <C>              <C>              <C>             
Balance, January 1, 1997                          $           977 $        6,143 $     28,194,061 $   (27,689,375) $        511,806

  Conversion of Series C
    preferred stock (Note 8)                                (214)          1,131            (917)                           -
  Issuance of Series E preferred
    stock (Note 8)                                              3                       2,409,167                         2,409,170
  Issuance of Series F preferred
    stock (Note 8)                                              3                       2,409,167                         2,409,170
  Exercise of incentive stock options (Note 9)                               288          897,427                           897,715
  Conversion of debentures and accrued
    interest (Note 5)                                                      1,131        2,327,667                         2,328,798
  Issuances of warrants (Notes 5 and 9)                                                   283,000                           283,000
  Exercises of warrants                                                      686           14,314                            15,000
  Issuance of common stock to lessor                                          25           24,975                            25,000
  Dividends declared on Series E and
    Series F preferred stock (Note 8)                                                                    (200,000)         (200,000)
  Shares issued to effect acquisition (Note 2)                                37          264,588                           264,625
  Accretion of beneficial conversion feature on
    Preferred Stock (Note 8 )                                                             560,606        (560,606)
  Net loss                                                                                             (5,596,500)       (5,596,500)
                                                  --------------- -------------- ---------------- ---------------  ----------------
Balance December 31, 1997                                     769          9,441       37,384,055     (34,046,481)        3,347,784
  CONVERSION OF SERIES C
    PREFERRED STOCK (NOTE 8)                                  (5)             26             (21)                           -
  EXERCISE OF INCENTIVE STOCK OPTIONS (NOTE 9)                               302          501,934                           502,236
  EXERCISES OF WARRANTS                                                      317           17,683                            18,000
  ISSUANCE OF COMMON STOCK TO LESSOR                                          15           94,672                            94,687
  ISSUANCES OF COMMON STOCK, NET (NOTE 8)                                    838        4,984,334                         4,985,172
  DIVIDENDS DECLARED ON SERIES E AND
    SERIES F PREFERRED STOCK (NOTE 8)                                                                    (600,000)        (600,000)
  SHARES ISSUED TO EFFECT ACQUISITIONS (NOTE 2)                            1,013        6,363,085                         6,364,098
  ACCRETION OF BENEFICIAL CONVERSION FEATURE
    ON PREFERRED STOCK (NOTE 8)                                                           500,000        (500,000)          -
  NET LOSS                                                                                             (2,550,810)       (2,550,810)
                                                  --------------- -------------- ---------------- ---------------  ----------------
BALANCE DECEMBER 31, 1998                         $           764 $       11,952 $     49,845,742 $   (37,697,291) $     12,161,167
                                                  --------------- -------------- ---------------- ---------------  ----------------
                                                  --------------- -------------- ---------------- ---------------  ----------------
</TABLE>



See Notes to Consolidated Financial Statements.


                                       32
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                                      1998               1997

-------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>               
Cash Flows from Operating Activities

  Net loss                                                                   $       (2,550,810)  $    (5,596,500)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
    Depreciation                                                                        916,361           650,041
    Amortization (Note 2)                                                               983,303         4,397,705
    Loss on disposal of equipment, furniture and software                                52,129           -
    Amortization of discount on debt (Note 5)                                          -                  704,756
    Minority interest in loss of subsidiary                                            (68,663)           -
    Changes in assets and liabilities, net of effects of 
      business acquisitions:
        Trade accounts receivable                                                     (788,366)        (1,237,533)
        Prepaid expenses                                                              (245,054)            54,964
        Accounts payable                                                                600,619          (482,205)
        Accrued development costs (Note 6)                                             -                 (487,500)
        Deferred revenues                                                                79,554           121,967
        Other current liabilities                                                     1,139,514           102,685
                                                                             -----------------  ----------------- 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                     118,587        (1,771,620)
                                                                             -----------------  ----------------- 


Cash Flows from Investing Activities
  Purchases of equipment, furniture and software                                    (1,276,376)          (317,144)
  Net change in deposits and other assets                                                 2,261          (129,341)
  Cash paid for business acquisitions, net of cash received (Note 2)                (1,305,939)           (61,160)
                                                                             -----------------  ----------------- 

NET CASH USED IN INVESTING ACTIVITIES                                               (2,580,054)          (507,645)
                                                                             -----------------  ----------------- 
                                                                             -----------------  ----------------- 

</TABLE>


See Notes to Consolidated Financial Statements.


                                       33
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                                      1998               1997

-------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>               
Cash Flows from Financing Activities
  Proceeds from long-term obligations                                                 1,475,000            317,000
  Net proceeds from obligation to bank                                                1,133,083           -
  Principal payments on long-term obligations                                       (2,507,087)        (4,059,744)
  Proceeds from issuance of preferred stock, net                                       -                 4,818,340
  Proceeds from issuance of common stock                                              3,005,408            912,715
  Proceeds from issuance of convertible debentures                                     -                   700,000
  Payments of dividends on Series E and
    Series F preferred stock                                                          (600,000)          (123,542)
                                                                             ------------------ ------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                             2,506,404          2,564,769
                                                                             ------------------ ------------------



Net increase in cash                                                                     44,937            285,504

CASH,
  Beginning of year                                                                     341,781             56,277
                                                                             ------------------ ------------------

  End of year                                                                $          386,718 $          341,781
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------


Supplemental Disclosure of  Cash Flow Information
    Cash paid for interest                                                   $          276,522 $        1,016,285

Supplemental Schedule of Non-Cash Investing
  and Financing Activities
    Note receivable for issuance of common stock (Note 8)                    $        2,500,000           -
    Convertible debentures and accrued interest
        converted into common stock (Notes 5 and 8)                                    -        $        2,328,798
    Common stock issued to lessors (Note 8)                                              94,687             25,000
    Capital leases incurred for use of equipment (Note 7)                               882,921            720,047
    Conversion of Series C preferred  stock (Note 8)                                         26              1,131
    Value recognized for issuances of warrants and extension
        of stock options (Notes 5 and 9)                                               -                   283,000
    Issuance of common stock to effect business acquisitions (Note 2)                 6,364,098            264,625
    Accretion of beneficial conversion feature
        on preferred stock (Note 8 )                                                    500,000            560,606

</TABLE>

See Notes to Consolidated Financial Statements.


                                       34
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

VISTA Information Solutions, Inc. (the "Company") is an information company that
provides environmental risk information and address-based hazard and
classification information to the banking, engineering, real estate and
insurance industries throughout the United States.

MANAGEMENT'S PLANS AND CORPORATE LIQUIDITY

The Company has incurred losses since inception and continues to require cash to
fund its ongoing operations. Management of the Company believes that the level
of revenues realized in 1998 and 1997, continued monitoring of costs and
expenses and the Company's current sources of bank financing available will be
able to support its anticipated level of operations, including being able to
satisfy the Company's cash requirements. There can be no assurance however that
the Company will not find it necessary to obtain additional debt or equity
financing for working capital requirements, capital expenditures or acquisitions
or will be able to maintain positive cash flows from operations.

REVERSE STOCK SPLIT AND REINCORPORATION

On March 27, 1998, the Company's stockholders approved a reincorporation and
one-for-two reverse stock split. All references to common shares, earnings
(loss) per common share and conversion rates in the consolidated financial
statements and in these notes have been restated to retroactively reflect the
effect of the split.

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Vista Environmental Information, Inc. (VEI),
E/Risk Information Services and Ensite Corporation of Denver. All significant
intercompany accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


                                       35
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH

The Company maintains its cash accounts in various commercial banks located
throughout the United States. Accounts at each bank are insured by the Federal
Deposit Insurance Corporation (FDIC) up to $100,000 per bank. The Company's
accounts at these institutions, at times, may exceed the federally insured
limit. The Company has not experienced any losses in such accounts.

EQUIPMENT, FURNITURE AND SOFTWARE

Equipment, furniture and software are stated at cost. Depreciation is 
computed using accelerated and straight-line methods over the estimated 
useful lives of the respective assets, three to seven years for equipment and 
furniture and three years for software. The amortization expense on assets 
acquired under capital leases is included with depreciation expense on owned 
assets.

ACQUIRED TECHNOLOGY AND ENVIRONMENTAL DATABASES AND OTHER INTANGIBLE ASSETS

Acquired technology, environmental databases and goodwill represents the 
excess of the purchase price over net assets acquired with the acquisitions 
in 1998 and 1997 and is being amortized over their estimated useful lives of 
five years.

ASSET IMPAIRMENT

The Company reviews its intangibles and other long-lived assets periodically 
in accordance with Statement of Financial Accounting Standards No. 121, 
"ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS 
TO BE DISPOSED OF" (SFAS 121) to determine potential impairment by comparing 
the carrying value of the assets with estimated undiscounted future cash 
flows expected to result from the use of the assets, including cash flows 
from disposition. Should the sum of the expected future undiscounted net cash 
flows be less than the carrying value, the Company would determine whether an 
impairment loss should be recognized. An impairment loss would be measured by 
comparing the amount by which the carrying value exceeds the fair value of 
the asset being evaluated for impairment. Management determined that there 
was no impairment of the Company's intangible and long-lived assets at 
December 31, 1998. See Note 2 for information relating to an impairment of 
acquired technology during 1997.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash approximates its fair value due to the demand nature
of these assets. The methods and assumptions used to estimate the fair value of
the Company's current and long-term obligations are based on the current rates
offered to the Company for debt of the same remaining maturities with similar
collateral requirements. The estimated fair value of the Company's notes payable
approximated their fair value at December 31, 1998 and 1997.


                                       36
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUES AND DEFERRED REVENUE

The Company recognizes revenue in the month in which product is shipped or in
which information is transmitted to the customer. Deferred revenue represents
amounts billed in advance for certain software program license fees. The license
fee agreements are typically one year in length, and license revenues are
recognized ratably over the lives of the agreements.

INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences, and operating loss and tax
credit 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. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

RESEARCH AND DEVELOPMENT COSTS

The Company is involved in activities which include continual development of new
products and improvement of existing products. Research and development costs
are charged to expense as incurred.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company has elected to continue to use the intrinsic value method of 
accounting prescribed by Accounting Principles Board Opinion No. 25, 
"ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES", to account for stock-based 
employee compensation costs. As required by Statement of Financial Accounting 
Standards No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION", certain 
proforma disclosures are made at Note 9. All nonemployee stock-based 
compensation is recorded at the fair value of the services received or the 
equity instrument issued, whichever is more reliably measurable.

LOSS PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128 "EARNINGS PER SHARE" (SFAS 128). 
SFAS 128 establishes standards for computing and presenting earnings per 
share (EPS), including replacing the presentation of primary EPS with a 
presentation of basic EPS. The Company adopted SFAS 128 for its fiscal year 
ended December 31, 1997. SFAS 128 did not have a material impact on the 
Company. Because of losses from continuing operations, the effects of stock 
options, convertible preferred stock and common stock warrants are 
antidilutive. Accordingly, the Company's presentation of diluted loss per 
share is the same as that of basic loss per share for 1998 and 1997. For 1998 
and 1997, the number of additional shares that would have been added to the 
weighted average shares outstanding for diluted loss per share was 
approximately 5,695,000 and 8,200,000, respectively.


                                       37
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RESTRUCTURING AND OTHER CHARGES

During 1998, the Company recorded pretax restructuring and other unusual 
charges of approximately $1,361,000 as part of the Company's strategy to 
reduce costs and focus on its core business and improve overall financial 
discipline. The following categories comprise the restructuring and other 
unusual charges:

<TABLE>
<CAPTION>

                      Workforce         Business       Terminated      Canceled         
                      Reductions     Consolidations     Alliance     Acquisitions      Total
<S>                   <C>            <C>               <C>           <C>                <C>
Labor costs           $109,000       $  523,000                                     $  632,000
Legal fees                                            $ 300,000      $  55,000         355,000
Consulting costs        74,000                                         112,000         186,000
Equipment disposals                      25,000          27,000                         52,000
Office rent              7,000           49,000                                         56,000
Other                                    50,000          30,000                         80,000
                      --------          -------         -------        -------      ----------
Total                 $190,000       $  647,000       $ 357,000      $ 167,000      $1,361,000
                      --------          -------         -------        -------      ----------
                      --------          -------         -------        -------      ----------
</TABLE>

In July 1998, the Company's Board of Directors approved a plan to reduce 
administrative staff, consolidate management and operations of the Property 
Disclosure Information Services department, terminate a strategic alliance 
and discontinue certain merger and acquisition activities. Approximately 25 
jobs were eliminated as a result of the workforce reduction and business 
consolidation. Affected employees were entitled to receive severance benefits 
either as part of employment contracts or Company policy. In July 1998, the 
Company elected to terminate a strategic alliance to develop and market 
certain environmental information products after it was determined that 
profitable operations would likely not be achieved. As discussed in Note 14, 
the Company's partner in this alliance has alleged that the Company, among 
other things, incorrectly terminated the alliance and withheld revenue 
distributions. The Company has incurred approximately $110,000 of legal and 
accounting fees in 1998 as a result of this dispute and expects to incur an 
additional $190,000 of legal and accounting fees in 1999 and, accordingly, 
has recorded these costs in 1998. During 1997 and 1998, the Company recorded 
deferred costs for acquisition activities. As a result of the cancellation of 
these activities, the Company expensed the accumulated deferred costs. 

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Statement of Financial Accounting Standards No. 130, 
"REPORTING COMPREHENSIVE INCOME" (SFAS 130), was issued and became effective 
for financial statements for periods beginning after December 15, 1997. SFAS 
130 establishes standards for reporting and display of comprehensive income, 
its components and accumulated balances. During 1998 and 1997, the Company 
did not generate transactions considered part of "other comprehensive income."

In June 1997, the Statement of Financial Accounting Standards No. 131, 
"DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION" (SFAS 
131), was issued and became effective for financial statements for periods 
beginning after December 15, 1997. Management has determined that segment 
disclosures are not appropriate because the Company operates in only one 
segment.

Revenues for significant product lines are as follows:

<TABLE>
<CAPTION>

                                                                            1998                1997
                                                                     ------------------- -------------------

<S>                                                                         <C>                 <C>      
Environmental Risk and Due Diligence Information Services                   $ 9,014,000         $ 7,065,000
Insurance Risk Information Services                                           4,472,000           3,326,000
Property Disclosure Information Services                                      1,582,000                   -

</TABLE>

In December 1997, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 97-2, which supersedes SOP 91-1, "SOFTWARE REVENUE
RECOGNITION." SOP 97-2 was effective for transactions entered into in the
Company's fiscal years beginning January 1, 1998. The adoption of SOP 97-2 did
not have a material effect on the Company's consolidated financial statements or
the timing of the Company's revenue recognition, or cause changes to its revenue
recognition policies.

Statement of Position No. 98-1 "ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE 
DEVELOPED OR OBTAINED FOR INTERNAL USE" (SOP 98-1) was adopted by the Company 
on January 1, 1998. SOP 98-1 establishes the accounting practice for the 
capitalization of certain costs incurred in connection with the acquisition 
or development of computer software to be used for internal purposes, 
including internal costs.

In accordance with SOP 98-1, the Company has recorded approximately $510,000 
of internal costs, which generally consist of direct payroll and other 
related costs, during 1998 in connection with the acquisition and development 
of computer software to be used by the Company solely for internal purposes.

The Financial Accounting Standards Board has issued SFAS No. 132, "EMPLOYERS' 
DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS". In the opinion 
of management, this new accounting standard will not have a material effect 
on the Company's consolidated financial statements or financial reporting.

In June 1998, Statement of Financial Accounting Standards No. 133, "ACCOUNTING 
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" was issued. This statement 
will be effective for the Company on January 1, 2000. The Company is evaluating 
its position and has not yet determined the effect this statement will have 
on its consolidated financial statements.

RECLASSIFICATIONS

Certain reclassifications have been made to the consolidated financial
statements as of and for the period ended December 31, 1997 in order to conform
to the presentation used for the year ended December 31, 1998. These
reclassifications had no effect on net loss or stockholders' equity as
previously reported.


                                       38
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. ACQUISITIONS

During 1998, 1997 and 1995, the Company completed the business combinations 
discussed below, all of which were accounted for by the purchase method of 
accounting and, accordingly, results of operations for the acquired 
businesses have been included in the consolidated statements of operations 
from their respective dates of acquisition. Assets acquired and liabilities 
assumed have been recorded at fair value based on the best information 
available. Pro forma information is presented where the impact is considered 
significant to the results of operations.

ENVIRONMENTAL INFORMATION SERVICES, INC.

In October 1998, the Company purchased substantially all the assets of 
Environmental Information Services, Inc. (EIS) which is a provider of 
environmental research reports. The purchase price consisted of 53,000 shares 
of the Company's common stock issued to the seller. The Company valued the 
securities issued at approximately $265,000 based on the approximate fair 
market value of the common stock at the date of acquisition. The proforma 
results of operations would not have been materially different than the 
historical results reported.

E-RISK INFORMATION SERVICES

In July 1998, the Company entered into two separate purchase agreements 
whereby the Company acquired 80% of the outstanding stock of E/Risk 
Information Services (E/Risk) in exchange for cash and newly issued common 
shares of the Company. Under the terms of the agreements, one shareholder 
received $1,100,000 in cash and the remaining shareholders collectively 
received 842,858 shares of the Company's common stock. Total assets acquired 
amounted to approximately $716,000 with liabilities assumed of approximately 
$537,000. The Company engaged an outside valuation consultant to determine 
the fair value of the unregistered securities issued which was determined to 
be approximately $5,400,000 or approximately $6.41 per share, which 
represented a 25% discount from the market price of the Company's common 
stock on the acquisition date. The value of the remaining 20% of E/Risk stock 
not initially acquired by the Company was recorded on the date of acquisition 
as minority interest.

Also, as a part of the acquisition, the Company issued an aggregate of 49,830 
shares of the Company's common stock to the financial advisor of E/Risk in 
satisfaction of the amounts owed by E/Risk to such advisor at the date of 
acquisition. The Company valued these shares at approximately $320,000 or 
approximately $6.41 per share as discussed above and recorded the amount as 
acquired technology at the date of purchase.

In January 1999, the Company reached an agreement to purchase the remaining 
20% of the E/Risk outstanding stock and will issue approximately 250,000 
shares of the Company's common stock to the sellers valued at approximately 
$1,441,000 based on the market value of the stock on the effective date of 
the purchase.


                                       39
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. ACQUISITIONS (CONTINUED)

The following unaudited table presents the pro forma results of operations for
the years ended December 31, 1998 and 1997, assuming the acquisition of E/Risk
occurred at the beginning of each period presented. These results include
certain adjustments, primarily for depreciation and amortization, interest and
other expenses directly attributable to the acquisition and are not necessarily
indicative of what the results would have been had the transactions actually
occurred at the beginning of the periods presented.


<TABLE>
<CAPTION>

                                                           Year Ended December 31,
                                                            1998             1997
                                                      (In 000's, except per share data)
---------------------------------------------------------------------------------------

<S>                                                             <C>              <C>   
Revenues                                                      $ 17,035         $ 11,041
Net loss attributable to common stockholders                    (3,996)          (7,757)
Basic and diluted loss per common share                           (.35)            (.94)
---------------------------------------------------------------------------------------
</TABLE>



ENSITE CORPORATION OF DENVER

In April 1998, the Company purchased all the outstanding shares of Ensite 
Corporation of Denver (Entrac) which is a provider of detailed environmental 
information to engineers and financial institutions. The purchase price 
consisted of cash of $141,500 at date of closing and 67,500 shares of the 
Company's common stock issued to the seller. The Company valued the 
securities issued at approximately $380,000 based on the approximate fair 
market value of the common stock at the date of acquisition. The proforma 
results of operations would not have been materially different than the 
historical results reported.

ENVIROCHECK LTD.

In November 1997, the Company purchased substantially all of the assets of 
EnviroCheck Ltd. (EnviroCheck) which was engaged in the business of 
developing databases of environmental risk site locations. These assets 
included maps, federal and state documents, databases, customer lists, office 
equipment, and the rights to the name "EnviroCheck". The purchase price 
consisted of cash of $50,000 at date of closing and 36,500 shares of the 
Company's common stock issued to the seller. The Company valued the 
securities issued at approximately $265,000 based on the approximate fair 
market value of the common stock at the date of acquisition. The proforma 
results of operations would not have been materially different than the 
historical results reported.

VISTA ENVIRONMENTAL INFORMATION, INC.

In February 1995, the Company acquired all of the outstanding stock of VEI in
exchange for newly issued common and preferred shares of the Company. The
acquisition was accounted for using the purchase method of accounting whereby
the purchase price of $11,996,024 was allocated substantially to acquired
technology and environmental databases, which represented the fair value of the
net assets acquired in the acquisition. During September 1997, management of the
Company determined that a portion of the acquired technology and environmental
databases acquired with VEI in 1995 was impaired and therefore the Company
recorded a write-off of $980,072 and charged this amount to operations at the
date the impairment became known.

The estimated fair value of all assets acquired through the aforementioned 
acquisitions during 1998 was $8,493,000, and liabilities assumed, including 
$467,000 in debt, totaled $589,000. Total assets acquired during 1998 
included intangible assets of $7,517,000. The 1997 acquisitions resulted in 
the recording of intangible assets of $326,000.


                                       40
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                                      1998               1997

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

<S>                                                                          <C>                <C>               
Accrued dividends on preferred stock (Note 8)                                $           76,458 $           76,458
Deferred rent                                                                           106,995             95,107
Accrued restructuring charges                                                           666,085           -
Other accrued expenses                                                                  110,344             67,230
                                                                             ------------------ ------------------
                                                                             $          959,882 $          238,795
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------
</TABLE>



NOTE 4. OBLIGATION TO BANK

In November 1998, the Company and one of its subsidiaries, E/Risk, entered into
an accounts receivable purchase agreement with a bank. Transactions under the
agreement have been treated as borrowings due to the existence of repurchase
obligations. The borrowings under this arrangement are collateralized by
substantially all of the Company's assets and the arrangement allows the Company
to borrow up to $2,000,000 based on percentages of eligible receivables, as
defined. Outstanding amounts bear interest at rates ranging from 1.5% to 2.5%
per month based on receivables purchased. There are additional administrative
fees of .50% per month based on purchased receivables.

At December 31, 1998, the gross face value of receivables offered to the lender
for purchase pursuant to this agreement amounted to $2,090,876, of which a net
of $1,606,611 was purchased by the lender and for which funds were advanced to
the Company. In addition, the lender required the Company to establish a reserve
for the difference between the gross face value of receivables offered to
purchase and the net value of receivables purchased by the lender which amounted
to $473,528 at December 31, 1998. At December 31, 1998, the oustanding
borrowings, net of the reserve held by the lender, amounted to $1,133,083. All
outstanding balances under the accounts receivable purchase agreement were
repaid in full in January 1999.

NOTE 5. LONG-TERM OBLIGATIONS

LINE OF CREDIT

Prior to the accounts receivable purchase agreement discussed above, the 
Company entered into a revolving line of credit agreement with a bank in 
April 1998. The terms of the agreement, as amended from time to time, allowed 
the Company to borrow up to $2,500,000 based on eligible receivables. In 
November 1998, the Company failed to comply with certain financial covenants 
and the line of credit was repaid from the proceeds of the accounts 
receivable purchase agreement (Note 4). At December 31, 1998 there were no 
outstanding borrowings under the line of credit nor were any borrowings 
available until the Company cures the default. The line of credit agreement 
expires in April 1999.

1998 BORROWINGS

In July 1998, the Company entered into a loan agreement with a bank. The note 
bore interest at 9% per annum and was payable in monthly installments of 
principal and interest. The loan was repaid in full in December 1998, using 
funds from the sale of common stock (Note 8).

1997 BORROWINGS

During 1997, the Company borrowed $300,000 from a finance company. The 
borrowings bore interest at 14% per annum and the finance company was issued 
warrants for 160,000 shares at an exercise price of $.01. The value assigned 
to the warrants of $83,000, which was calculated at the fair market value at 
the date of issuance, was recognized as expense in 1997. The note payable was 
repaid during 1997.

In 1997, the Company issued a note payable to an individual for $17,000 which 
was repaid in 1997 at the option of the noteholder with 17,035 shares of the 
Company's common stock based on the fair market value of the common stock on 
the date of repayment.


                                       41
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. LONG-TERM OBLIGATIONS (CONTINUED)

1997 DEBENTURES

During 1997, the Company raised $700,000 through the issuance of convertible
debentures (the 1997 debentures) to members of its Board of Directors and
others. The 1997 debentures bore interest at 16% and were due in twelve months
from the date of execution. They also included warrants to purchase shares of
the Company's common stock at an exercise price of 125% of the fair market value
of the Company's common stock using a 21 day average. The 1997 debentures were
convertible into shares of the Company's common stock at a rate of 70% of the
fair market value of the stock using a 21 day average at a price not less than
the exercise price of the warrants. The 1997 debentures and accrued interest
were converted in 1997 into approximately 319,488 shares of the Company's common
stock.

1995 DEBENTURES

In 1995, the Company received approximately $446,000 from the issuance of 
convertible subordinated debentures (the 1995 debentures). In connection with 
the 1995 debentures, the Company issued warrants to purchase 123,069 shares 
of Common Stock at $ 1.812 per share (Note 9). In June 1997, the Company 
modified the terms of the debentures to extend the due date for one year, 
resulting in the Company issuing warrants to purchase 184,899 shares of 
Common Stock at $1.38 per share. The Company expensed the estimated fair 
value of these warrants of approximately $60,000 over the period until 
converted. During 1997, the remaining principal and accrued interest totaling 
$322,512 was converted by the holders into 328,432 shares of the Company's 
common stock.

1994 DEBENTURES

The Company assumed $898,928 of convertible debentures in connection with its 
1995 acquisition of VEI. VEI issued these debentures in 1994 (the 1994 
debentures). The 1994 debentures were convertible into Series C preferred 
stock at a rate of $16.72 per share. In January 1997, the Company issued 
warrants to purchase 3,669 shares of Series C preferred stock at $33.40 per 
share (Note 9). The fair market value of these warrants was not material and 
therefore no expense was recorded. In September 1997, holders of all these 
outstanding debentures elected to convert $1,251,338 of principal and accrued 
interest directly into 372,976 shares of the Company's common stock (Note 8).

NOTE 6. INSURANCE SERVICES OFFICE, INC. (ISO) AGREEMENT

In October 1992, the Company and ISO signed a 15-year mutually exclusive
contract (Joint Services Agreement) to offer the Geographic Underwriting System
(GUS) system to electronically provide geographically-based information to
insurers. Under the provisions of the agreement, the Company will provide its
proprietary GUS software and support and ISO will provide sales, marketing,
billing and maintenance of the communications network to the GUS users. The
Company and ISO generally share project revenues equally, net of any payments to
third party information providers. The Company's share of revenues under this
agreement were approximately $4,400,000 and $2,700,000 for the years ended
December 31, 1998 and 1997, respectively. In this regard, approximately
$1,954,000 and $1,500,000 of the 1998 and 1997 revenues are from one ISO
customer, respectively.

In January of 1994, under the terms of an addendum to the agreement, both
parties agreed to develop a national public protection underwriting data ("PPC")
layer for the GUS project. During the year ended December 31, 1994, the Company
expensed the maximum of $487,500 for development costs due to ISO under this
agreement. During 1997, at the completion of the project, the Company and ISO
calculated the actual amount of development costs due to ISO to be approximately
$325,000. Based on this calculation, the Company recorded a net reduction of
expense of approximately $162,500 in December 1997 representing the difference
between the estimated liability recorded in 1994 for these development costs and
the actual costs incurred.


                                       42
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. INSURANCE SERVICES OFFICE, INC. (ISO) AGREEMENT (CONTINUED)

In March 1997, the Company and ISO signed an amendment to the Joint Services 
Agreement which required the Company to customize certain of the Company's 
database applications for a new ISO customer. As of December 31, 1997, the 
Company had completed their obligations as required by this amendment.

         In October 1998, the Company filed a complaint against ISO with the 
American Arbitration Association alleging, among other things, that ISO has 
incorrectly calculated processing fees from GUS transactions submitted 
outside ISO's telecommunications network and witheld these fees from the 
monthly GUS revenue distribution to the Company.  An arbitrator has been 
selected and the arbitration is scheduled for April 15 and 16, 1999.  
Management and its counsel believe that the Company is entitled to the 
withheld revenue distributions in accordance with the relevant provisions of 
the ISO agreement and, accordingly, the Company has recorded a receivable of 
approximately $750,000 from ISO.  However, no assurances can be given about 
the outcome or the process of resolving the claims made in this proceeding.   
While the Company believes it will be awarded the withheld amounts, no 
assurances can be given that the outcome of the process of resolving the 
claims made in this proceeding will not adversely affect the Company's 
financial results or business condition.

NOTE 7. LEASE COMMITMENTS

The Company leases furniture and equipment under leases that meet the criteria
for capital lease classification. The Company also leases its operating
facilities under noncancelable operating leases with aggregate monthly payments
of approximately $54,000. The facility leases require the payment of taxes,
maintenance, utilities and insurance. Leased assets included in the consolidated
balance sheets are as follows:

<TABLE>
<CAPTION>

Leased Assets                                                                         1998               1997
-------------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                <C>               
Equipment and furniture                                                      $        2,436,984 $        1,544,143
Less accumulated amortization                                                       (1,313,845)          (797,384)
                                                                             ------------------ ------------------
Net leased assets                                                            $        1,123,139 $          746,759
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------

</TABLE>

Future annual minimum lease payments due under capital leases and noncancelable
operating leases consist of the following at December 31, 1998:

<TABLE>
<CAPTION>
                                                                                    Capital           Operating
Years Ending December 31,                                                           Leases             Leases

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

<S>                                                                          <C>                <C>               
1999                                                                         $          652,713 $          567,003
2000                                                                                    489,820            601,581
2001                                                                                    165,434            617,441
2002                                                                                     15,637            526,314
2003                                                                                   -                   540,657
Thereafter                                                                             -                  -
                                                                             ------------------ ------------------
        Total minimum lease payments                                                  1,323,604 $        2,852,996
                                                                                                -------------------
                                                                                                -------------------
Less amounts representing interest (8.0% to 15.0%)                                     (142,719)
                                                                             -------------------
        PRESENT VALUE OF NET MINIMUM LEASE PAYMENTS                                   1,180,885
        LESS CURRENT MATURITIES                                                        (599,363)
                                                                             -------------------
        Long-term obligations                                                $          581,522
                                                                             -------------------
                                                                             -------------------

</TABLE>

Total rent expense under operating leases for the years ended December 31, 1998
and 1997 totaled approximately $656,500 and $487,000, respectively.


                                       43
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. STOCKHOLDERS' EQUITY

COMMON STOCK

On December 31, 1998, the Company sold 837,521 shares of its common stock to 
an institutional lender through a private placement for a total of 
$4,993,000, net of offering costs. The Company received cash of approximately 
$2,493,000, of which $1,400,000 was used to repay a note payable to a bank 
(Note 5), and a note receivable for $2,500,000. The note receivable was 
collected in January 1999, with a portion of the funds used to repay the 
accounts receivable purchase agreement (Note 4).

During 1998 and 1997, the Company issued 15,000 and 50,000 shares, 
respectively, of common stock to two lessors, which were valued by the Company 
at approximately $95,000 and $25,000, respectively, based on the fair market 
value of the common stock on the date of issuance. The shares of common stock 
are being held as an additional security deposit by each respective lessor in 
case of default by the Company.

PREFERRED STOCK

The Board of Directors is authorized to issue preferred stock or other senior
securities and determine the series and number of preferred shares to be issued
and any related designations, powers, preferences, rights, qualifications,
limitations or restrictions. The total number of shares authorized is 2,000,000.
The following descriptions are of those designations existing as of December 31,
1998.

SERIES B PREFERRED STOCK

Series B preferred stock has a liquidation preference of $15 per share and is
convertible at any time at the holder's option into 5.2965 shares of the
Company's common stock, after application of certain anti-dilution provisions.
The purchaser of the Series B preferred stock also received options to purchase
187,500 of the Company's common stock at prices ranging from $6.00 to $8.60 per
share, (Note 9), subject to adjustment, and the right to designate one nominee
for a seat on the Board of Directors. The Series B convertible preferred stock
has a number of restrictive covenants including requiring prior approval by the
Company of the preferred stockholders for an increase in the size of the Board
of Directors and before entering into any merger, joint venture, or distribution
agreement.

SERIES C PREFERRED STOCK

Under the terms of the acquisition of VEI, the Company issued 646,146 shares of
Series C preferred stock, which is convertible at any time at the holder's
option into 5.2965 shares of the Company's common stock, after application of
certain anti-dilution provisions. The Series C preferred stockholders are
entitled to a liquidation preference of $16.718 per share and are entitled to
elect two directors of the Company. In addition, the Series C preferred
stockholders have other rights and preferences including the requirement of an
affirmative vote of the holders of a majority of the outstanding shares of the
Series C preferred stockholders to amend the Articles of Incorporation or the
Bylaws of the Company or increase the size of the Board of Directors. During the
years ended December 31, 1998 and 1997, 5,000 and 213,697 shares, respectively
of the Series C preferred stock were converted into 26,483 and 1,131,847 shares
of common stock.

SERIES D PREFERRED STOCK

During 1995, the Company issued 187,134 shares of Series D preferred stock to
certain holders of Series C and Series B preferred stock for approximately
$2,500,000. Each share of the Series D preferred stock is convertible at any
time at the holder's option into 5.2965 shares of the Company's common stock,
after application of certain anti-dilution provisions. The Series D preferred
stock has a liquidation preference of $13.36 per share and other rights and
preferences similar to the Series B and Series C preferred stock except that
Series D preferred stockholders do not have the right to designate a director,
but instead vote, on an as-if-converted basis, along with the holders of common
stock in the election of directors of the Company.


                                       44
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. STOCKHOLDERS' EQUITY (CONTINUED)

SERIES E  PREFERRED STOCK

In August 1997, the Board of Directors authorized the issuance of 2,500 
shares of Series E convertible preferred stock at a stated value and purchase 
price of $1,000 per share for an aggregate gross purchase price of 
$2,500,000. The Series E preferred stockholder is entitled to receive 
quarterly dividends of $30.00 per share which will increase by $5.00 per 
share each year after August 31, 2002. Management of the Company expects that 
the shares will be redeemed or converted prior to August 31, 2002. At 
December 31, 1998, the Series E preferred shares are convertible into the 
Company's common stock at a conversion price of $4.00 per share. Series E 
preferred stock may be redeemed, at the option of the Company, at any time, 
provided the average closing bid price of the Company's common stock for the 
20 consecutive trading days preceding the date of the redemption notice 
exceeds 200 percent of the Series E conversion price. The Series E preferred 
stock has a liquidation preference of $1,000 per share, plus unpaid 
dividends, and other rights and preferences similar to the Series B and 
Series C preferred stock except that Series E preferred stockholders vote on 
an as-if-converted basis, along with the holders of common stock in the 
election of directors of the Company.

SERIES F PREFERRED STOCK

In August 1997, the Board of Directors authorized the issuance of 2,500 
shares of Series F convertible preferred stock at a stated value and purchase 
price of $1,000 per share for an aggregate gross purchase price of 
$2,500,000. The Series F preferred stockholder is entitled to receive 
quarterly dividends of $30.00 per share which will increase by $5.00 per 
share for each year after August 31, 2002. Management of the Company expects 
that the shares will be redeemed or converted prior to August 31, 2002. At 
December 31, 1998, the Series F preferred shares are convertible into the 
Company's common stock at a conversion price of $6.37 per share. Series F 
preferred stock may be redeemed, at the option of the Company, at any time, 
provided the average closing bid price of the Company's common stock for the 
20 consecutive trading days preceding the date of the redemption notice 
exceeds 200 percent of the Series F conversion price. The Series F preferred 
stock has a liquidation preference of $1,000 per share, plus unpaid 
dividends, and other rights and preferences similar to the Series B and 
Series C preferred stock except that Series F preferred stockholders vote on 
an as-if-converted basis, along with the holders of common stock in the 
election of directors of the Company.

DIVIDENDS DECLARED

The Board of Directors of the Company has approved the payment of dividends 
as they become payable in accordance with the Series E and F preferred stock 
agreement at a dividend rate of $30.00 per share, payable quarterly. During 
1998 and 1997, $600,000 and $200,000 of dividends were declared of which 
$76,458 are payable at December 31, 1998.

BENEFICIAL CONVERSION FEATURE

The Series E and Series F preferred stock contains a beneficial conversion 
feature that was recognized as an amount equal to the difference between the 
conversion price and the fair value of the common stock at the date of 
issuance multiplied by the number of common shares into which the security is 
convertible. This amount was accounted for as a return to the preferred 
stockholders in a manner similar to a dividend and was therefore accreted 
from the date of issuance through June 30, 1998, the date at which the 
preferred stock was first convertible. The aggregate value of this conversion 
feature for Series E and F preferred stock was $1,061,000, all of which has 
been accreted as of December 31, 1998.


                                       45
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. STOCK OPTIONS AND INCENTIVE PLANS

At December 31, 1998, the Company has stock-based incentive plans which are 
described below. In addition, the Company has granted options and warrants 
outside of the plans to officers, directors, consultants and certain debt and 
equity holders. As permitted under generally accepted accounting principles, 
grants to employees are accounted for following APB 25 and related 
interpretations. Accordingly, no compensation cost is recognized for grants 
to employees under these plans when the option price is at least equal to the 
quoted market price on the date of grant. Had compensation cost for all 
awards in 1998 and 1997 under the stock-based compensation plans been 
determined based on the grant date fair values of awards (the method 
described in SFAS 123), reported net loss attributable to common stockholders 
and loss per common share would have been as follows:

<TABLE>
<CAPTION>
                                                                                      1998               1997

-------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>        
Net loss attributable to common stockholders:
   As reported                                                               $      (3,650,810)    $   (6,357,106)
   Proforma                                                                         (4,067,373)        (6,621,597)

Basic and diluted loss per common share:
   As reported                                                               $            (.35)    $        (0.87)
   Proforma                                                                               (.39)             (0.90)

</TABLE>

The proforma effects of applying SFAS 123 are not indicative of future amounts
since, among other reasons, the proforma requirements of the Statement have been
applied only to options granted after December 31, 1994.

The Company has a 1990 Stock Option Plan (the 1990 Plan) that reserved 15% of
the then outstanding common stock for issuance. With the approval of the 1995
Stock Incentive Plan (the 1995 Plan) discussed below, the 1990 plan was
terminated and accordingly, there were no further grants under the 1990 Plan.

Awards granted under the plans are exercisable over a period determined at the
time of grant, not to exceed ten years. The types of awards issuable under the
1995 Plan are incentive options, non-qualified options, restricted stock awards,
performance units and stock appreciation rights. Incentive options under the
Plan are granted at an exercise price of not less than 100% of the fair market
value at the date of grant and vest over a period of one to three years.
Non-qualified options may be granted at exercise prices not less than 85% of
market value at the date of grant, with vesting determined at the time of grant.
Incentive options must be granted with exercise prices equal to the fair market
value on the date of grant, except that incentive options granted to persons
owning stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company may not be granted at less that 110% of the fair
market value on the date of grant.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1998 and 1997: no dividend yield for 1998 or
1997; expected volatility of 33 to 120 percent and 56 to 85 percent; risk-free
rates of 5.83 to 6.0 percent and 5.71 to 5.83 percent; and expected lives of two
to five years for both 1998 and 1997.

The 1995 Plan provides for an annual automatic grant of 5,000 non-qualified
options to non-employee members of the Board of Directors.


                                       46
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.      STOCK OPTIONS AND INCENTIVE PLANS (CONTINUED)

A summary of the stock option activity under all of the aforementioned plans is
as follows:

<TABLE>
<CAPTION>

                                                          1998                                1997

                                          -------------------------------------------------------------------------
                                                                 WEIGHTED                             Weighted
                                                                 AVERAGE                              Average
                                                                 EXERCISE                             Exercise
              Fixed Options                   OPTIONS             PRICE           Options              Price
-------------------------------------------------------------------------------------------------------------------

<S>                                             <C>       <C>                        <C>       <C>                
Outstanding at beginning of year                1,469,715 $              3.05        1,214,223 $              2.04

  Granted                                         361,000                7.62          576,500                4.32
  Exercised                                      (263,674)               1.35         (254,758)               3.00 
  Expired/surrendered                              (5,000)               8.50          (66,250)               2.92 
                                                --------- -------------------        --------- -------------------

Outstanding at end of year                      1,562,041 $              4.37        1,469,715 $              3.05
                                                --------- -------------------        --------- -------------------
                                                --------- -------------------        --------- -------------------
Exercisable at end of year                        881,622 $              3.05          793,715 $              2.17
                                                --------- -------------------        --------- -------------------
                                                --------- -------------------        --------- -------------------

Weighted-average fair value per
   option of options granted
   during the year                                 $ 7.01                               $ 2.55
                                                --------- -------------------        --------- -------------------
                                                --------- -------------------        --------- -------------------
</TABLE>

At December 31, 1998 the options available for grant under the 1995 plan was 
approximately 279,000.

A further summary about fixed options outstanding under these plans at December
31, 1998 is as follows:

<TABLE>
<CAPTION>

                                                Options Outstanding                     Options Exercisable

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

                                                     Weighted
                                                      Average         Weighted                         Weighted
                                                     Remaining         Average                          Average
      Range of                         Number       Contractual       Exercise        Number           Exercise
         Exercise Prices            Outstanding    Life in Years        Price       Exercisable          Price

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

<S>                                        <C>               <C> <C>                      <C>     <C>             
$     0.00 to 2.00                         502,022           5.8 $           0.68         412,936 $           0.58
      2.01 to 4.00                         239,830           6.7             2.84         216,497             2.87
      4.01 to 6.00                         230,889           8.5             5.71          70,889             5.75
      6.01 to 8.00                         379,350           8.9             6.76         107,350             6.78
      8.01 to 10.00                        182,450           8.3             8.88          46,450             8.24
      10.01 to 12.00                        27,500           5.0            11.30          27,500            11.30
                                           -------           --- ----------------         ------- ----------------
                                         1,562,041           7.4 $           4.37         881,622 $           3.05
                                           -------           --- ----------------         ------- ----------------
                                           -------           --- ----------------         ------- ----------------
</TABLE>


In addition, the Company has granted options and warrants for the purchase of
common stock outside of the plans to officers, directors, consultants and
certain debt and equity holders as follows (including all options and warrants
to purchase common stock discussed in Notes 5 and 8 but excluding the effect of
any conversion rights):


                                       47
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. STOCK OPTIONS AND INCENTIVE PLANS (CONTINUED)

<TABLE>
<CAPTION>

                                                           1998                                1997
                                            -----------------------------------------------------------------------
                                                                   WEIGHTED                           Weighted
                                                                   AVERAGE                             Average
                                                                   EXERCISE                           Exercise
                                                SHARES              PRICE           Shares              Price
-------------------------------------------------------------------------------------------------------------------

<S>                                               <C>                      <C>        <C>                     <C> 
Outstanding at beginning of year                  1,172,293 $              2.54       1,155,559 $             1.68
  Granted                                          -                  -                 734,512               1.32
  Exercised                                       (416,125)               1.54        (716,778)                .22 
Expired/surrendered                               (195,779)               7.04          (1,000)               4.76 
                                                    ------- -------------------       --------- ------------------

Outstanding at
   end of year                                      560,389 $              1.71       1,172,293 $             2.54
                                                    ------- -------------------       --------- ------------------
                                                    ------- -------------------       --------- ------------------
Exercisable at end of year                          560,389 $              1.71       1,172,293 $             2.54
                                                    ------- -------------------       --------- ------------------
                                                    ------- -------------------       --------- ------------------
Weighted-average fair value per
   option/warrant of options and
   warrants granted during the year                  $    -                              $ 0.20
                                                    ------- -------------------       --------- ------------------
                                                    ------- -------------------       --------- ------------------

</TABLE>

Of the 734,512 options and warrants granted in 1997, 80,000 options and warrants
were at prices which were less than the market price at the date of grant
(weighted average exercise price and fair value of $.02 and $1.48 per share),
184,898 options and warrants were at prices which were equal to the market price
at the date of grant (weighted average exercise price and fair value of $1.38
and $.08 per share), and 469,614 options and warrants were at prices which
exceeded the market price at the date of grant (weighted average exercise price
and fair value of $1.52 and $.02 per share). There were no options or warrants
issued outside of the plans during 1998.

Management determined the fair value of warrants issued to non-employees
considering the Black-Scholes method, the intrinsic value, the Company's
financial condition and other factors considered appropriate.

A further summary about the options and warrants granted outside of the
Company's formal plans outstanding at December 31, 1998 is as follows:

<TABLE>
<CAPTION>

                                               Options and Warrants               Options and Warrants Exercisable
                                                    Outstanding
                                  ---------------------------------------------------------------------------------
                                                     Weighted
                                                      Average         Weighted                         Weighted
                                                     Remaining         Average                          Average
Range of                               Number       Contractual       Exercise        Number           Exercise
   Exercise Prices                  Outstanding    Life in Years        Price       Exercisable          Price
-------------------------------------------------------------------------------------------------------------------

<S>                                        <C>               <C> <C>                      <C>     <C>             
$0.00 to 2.00                              509,389           8.1 $           1.48         509,389 $           1.48
  2.01 to 4.00                              51,000           3.9             4.00          51,000             4.00
                                           -------           --- ----------------         ------- ----------------
                                           560,389           7.7  $          1.71         560,389  $          1.71
                                           -------           --- ----------------         ------- ----------------
                                           -------           --- ----------------         ------- ----------------
</TABLE>


During 1997, the Board of Directors approved an extension of 187,500 options 
held by a Series B preferred shareholder which had an original expiration 
date of December 31, 1997. The Company recorded an expense of approximately 
$140,000 based upon the fair value of the options at the remeasurement date.


                                       48
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. STOCK OPTIONS AND INCENTIVE PLANS (CONTINUED)

Not included in the above table are warrants granted in conjunction with 
current and prior extensions of the 1994 debentures which were converted in 
1997 (Notes 5 and 8). The Company recorded an expense based upon the fair 
value of the warrants at the grant date. The former noteholders have received 
aggregate warrants for the purchase of 23,306 shares of Series C preferred 
stock at exercise prices ranging from $16.00 to $25.08 per share of which 
19,304 warrants are outstanding at December 31, 1998.

SHARE CONTINGENCIES

During 1997, the Company executed numerous transactions involving stock 
conversions and warrants. Certain errors were made in the mathematical 
calculations of the conversions and application of the terms of the 
agreements. This resulted in the issuance of certain shares and warrants in 
excess of the contractual amounts. The Company intends to correct the number 
of shares and warrants issued by requesting the return of certain shares and 
warrants. The amounts reflected in these financial statements represent the 
amounts that should have been issued under these agreements. The number of 
shares which the Company is seeking return of is approximately 150,000 and 
the number of warrants which the Company is seeking return of is 
approximately 100,000. Management of the Company believes that the correction 
of these matters will not result in a material adjustment to the number of 
shares issued and outstanding.

NOTE 10. SALE OF PRODUCTS

In February 1996, the Company sold and licensed certain of the Company's
software and service bureau products to a former officer of the Company. The
purchase price is contingent and consists of royalty payments ranging from 5% to
25% on sales of related products for two years, commencing on February 1, 1996,
with no minimum or maximum amounts. The net book value of the assets sold were
not significant. Royalty payments for 1998 and 1997 were not significant.

NOTE 11. TECHNOLOGY LICENSE AGREEMENT

In October 1998, the Company entered into a technology license agreement with 
an unrelated entity to provide certain marketing rights and to enter into 
revenue sharing arrangements. The initial term of the agreement is for five 
years with a renewal option, at the Company's discretion, for an additional 
five-year period. The Company will incur royalties at rates ranging from 30% to 
40% of gross or net receipts, as defined, on sales of the Company's products 
generated from the arrangement. In addition, the Company will pay a 
non-refundable, recoupable fee against future royalties of $2,000,000, of 
which $250,000 was paid in 1998. The remainder of the prepaid fee is due and 
payable in 1999. In the event that after two years the royalties incurred by 
the Company are less than the level sufficient to fully exhaust the prepaid 
fee, the Company may reduce royalty payment rates to a level of 25% of the 
otherwise agreed rate until such time as the remaining unpaid credit is fully 
recovered.


                                       49
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. INCOME TAXES

As of December 31, 1998, the Company has net operating loss carryforwards for
federal income tax purposes of approximately $29,246,000 of which $18,212,000 is
available at December 31, 1998 to offset future taxable income and which include
carryforwards from VEI. These loss carryforwards expire in varying amounts
through 2018. In addition, the Company has investment tax and research credit
carryforwards of approximately $95,000. Future utilization of these loss credit
carryforwards are subject to certain limitations under provisions of the
Internal Revenue Code including limitations subject to Section 382, which
relates to a 50% change in control over a three year period, and are further
dependent upon the Company attaining profitable operations. Shares issued to
acquire VEI and shares issued in previous private placement transactions, have
caused the Company to exceed the 50% change in control threshold. This has
subjected the Company to limitations of annual net operating loss and credit
carryforwards and may result in the expiration of a portion of these
carryforwards before they can be utilized. The utilization of $6,600,000 of the
Company's net operating loss carryforwards available to offset future taxable
income is limited to approximately $302,000 in years 1998 through 2001 and
$692,000 in years 2002 through 2008. In addition, these net operating losses,
which were losses generated by VEI before the merger, can only be used to offset
future VEI income.

A reconciliation of the effective tax rates with the federal statutory rate is
as follows:

<TABLE>
<CAPTION>

                                                                                    Years Ended December 31,
                                                                                      1998               1997
                                                                              -------------------------------------

<S>                                                                           <C>               <C>               
Income tax benefit at statutory rate                                          $       (867,000) $      (1,903,000)

Change in valuation allowance                                                        1,305,000          2,488,000

Other                                                                                 (137,000)          (269,000)

State taxes                                                                           (301,000)          (316,000)
                                                                              ----------------  ----------------- 

                                                                              $        -        $         -
                                                                              ----------------  ----------------- 
                                                                              ----------------  ----------------- 
</TABLE>


The tax effect of temporary differences consisted of the following as of
December 31:

<TABLE>
<CAPTION>

                                                                                      1998               1997
                                                                             --------------------------------------

Deferred tax assets:
<S>                                                                          <C>                <C>               
  Net operating loss carryforwards                                           $       11,725,000 $       10,757,000
  Accrued payroll                                                                        67,000             45,000
  Allowance for doubtful accounts                                                       109,000             76,000
  Tax credit carryforwards                                                               95,000             95,000
  Equipment and purchased software                                                      211,000            309,000
  Accrued sales tax                                                                      32,000             32,000
  Acquired technology                                                                   538,000           -
                                                                             ------------------ ------------------
Gross deferred tax assets                                                            12,777,000         11,314,000
  Less valuation allowance                                                          (12,734,000)       (11,167,000)
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------
                                                                                         43,000            147,000
                                                                             ------------------ ------------------

Deferred tax liabilities:
  Deferred rent                                                                        (43,000)           (38,000)
  Acquired technology                                                                         -          (109,000)
                                                                             ------------------ ------------------
                                                                                       (43,000)          (147,000)
                                                                             ------------------ ------------------
                                                                             $         -        $         -
                                                                             ------------------ ------------------
                                                                             ------------------ ------------------

</TABLE>


                                       50
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13. 401(K) AND PROFIT SHARING PLAN

During 1992 the Company adopted a 401(k) Plan ("the Plan") for its employees. 
Under the terms of the Plan, as amended in 1998, a participant may 
contribute, on a pre-tax basis, up to twenty percent (20%) of annual 
compensation, subject to IRS limitations. Pursuant to the amended Plan, the 
Company will contribute, in the form of the Company's common stock, an amount 
equal to 3% of a participant's annual salary to the Plan on behalf of each 
participant. In addition, the Company will match 20% of a participant's 
contribution to the Plan, up to a maximum of $1,000, also in the form of the 
Company's common stock.

During 1998, the Company contributed approximately $288,000 to the Plan, all of
which was payable at December 31, 1998. There were no contributions made by the
Company to the Plan in 1997.

NOTE 14. LITIGATION

On July 28, 1998 the Company terminated a strategic alliance with Phase One 
Inc. ("POI"). On August 19, 1998 POI filed a complaint against the Company 
with the American Arbitration Association in San Diego, CA, alleging, among 
other things, that the Company incorrectly terminated the alliance and 
withheld revenue distributions from POI. Management of the Company believes 
that these claims have no merit and that any outcome of this arbitration 
would not have a material impact on the Company's financial results or 
business condition.

See Note 6 for information relating to a complaint filed by the Company in 
October 1998.

NOTE 15. RESTATEMENT -- INTERIM FINANCIAL INFORMATION (UNAUDITED)

Subsequent to the issuance of the Company's September 30, 1998 quarterly 
financial statements, the Company's management revised the amount of the 
purchase price which was allocated to in-process research and development in 
accounting for the acquisition of E/Risk in July 1998. The revised allocation 
is based upon methods prescribed in a letter from the Securities and Exchange 
Commission ("SEC") sent to the American Institute of Certified Public 
Accountants in September 1998. The letter sets forth the SEC's views 
regarding the valuation methodology to be used in allocating a portion of the 
purchase price to acquired in-process research and development at the date of 
acquisition. As a result of the revised allocation, the Company's unaudited 
interim financial information for the three and nine month periods ended 
September 30, 1998 have been restated to reduce the amount of the acquired 
in-process research and development expensed by $2,900,000 and to increase 
intangible assets by $2,803,000, net of amortization of approximately 
$97,000. The change had no impact on net cash flows provided by operations. 
The effect of the restatement on the Company's unaudited interim financial 
information for the three and nine month periods ended September 30, 1998 is 
as follows:

<TABLE>
<CAPTION>
                                                       As of
                                                 September 30, 1998
                                             ---------------------------
                                             As previously         As
BALANCE SHEET DATA:                            reported         restated
                                             ---------------------------
<S>                                          <C>             <C>
Acquired technology, net                      3,775,000       6,578,000
Total assets                                 10,792,000      13,595,000
Stockholders' equity                          4,741,000       7,544,000
Total liabilities and stockholders'
  equity                                     10,792,000      13,595,000
</TABLE>


<TABLE>
<CAPTION>
                                                          Three Months Ended               Nine Months Ended
                                                          September 30, 1998               September 30, 1998
                                                      ---------------------------     --------------------------- 
                                                      As previously       As          As previously        As    
STATEMENTS OF OPERATIONS DATA:                          reported       restated         reported        restated 
                                                      ---------------------------     --------------------------- 
<S>                                                   <C>             <C>             <C>             <C>
Purchased in process technology                        2,900,000               0       2,900,000               0
Operating loss                                        (5,136,000)     (2,333,000)     (4,717,000)     (1,914,000)
Net loss before minority interest                     (5,255,000)     (2,452,000)     (4,926,000)     (2,123,000)
Net loss attributable to common stockholders          (5,325,000)     (2,522,000)     (5,796,000)     (2,993,000)
Basic and diluted net loss per common share                 (.49)           (.23)           (.57)           (.29)
</TABLE>


NOTE 16. SUBSEQUENT EVENTS

ACQUISITION OF GEOSURE, LP

On January 14, 1999, the Company merged with GeoSure, LP (GeoSure) pursuant 
to the terms of a Partnership Interest Purchase Agreement (the GeoSure 
Agreement). In exchange for the partnership interests of GeoSure, the Company 
issued an aggregate of 2,590,000 shares of its common stock with 259,000 of 
such shares being deposited into an escrow account in accordance with the 
terms of the GeoSure Agreement.


                                       51
<PAGE>

VISTA INFORMATION SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.   SUBSEQUENT EVENTS (CONTINUED)

ACQUISITION OF ECOSEARCH ENVIRONMENTAL RESOURCES, INC.

On March 1, 1999, the Company merged with EcoSearch Environmental Resources, 
Inc. (EcoSearch) pursuant to the terms of a Stock Purchase Agreement (the 
EcoSearch Agreement). In exchange for all the outstanding common stock of 
EcoSearch, the Company issued an aggregate of 396,351 shares of its common 
stock with 39,635 of such shares being deposited into an escrow account in 
accordance with the terms of the EcoSearch Agreement.

The mergers of GeoSure and EcoSearch will be accounted for under the 
pooling-of-interests method of accounting and, accordingly, historical 
financial data in future reports will be restated to include GeoSure and 
EcoSearch data. The following unaudited pro forma data summarizes the 
combined results of operations of the Company and GeoSure and EcoSearch as 
though the mergers had occurred at the beginning of each period and does not 
purport to be indicative of what would have occurred had the acquisitions 
actually been effected as of such date or of results which may occur in the 
future.

<TABLE>
<CAPTION>

(Unaudited)
(In 000's, except per share data)                            1998           1997
------------------------------------------------------- -------------- --------------
<S>                                                            <C>            <C>   
Revenues                                                     $ 25,423       $ 20,436
Net loss attributable to common stockholders                   (4,291)        (6,821)
Basic and diluted loss per common share                          (.32)          (.66)
------------------------------------------------------- -------------- --------------
</TABLE>


                                       52
<PAGE>

         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.

                                               VISTA INFORMATION SOLUTIONS, INC.
                                               (registrant)



Dated:  March 31, 1999                    By:      /s/ Thomas R. Gay
                                             ---------------------------------
                                             Thomas R. Gay
                                             (Chief Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below on March 30, 1998 by the following persons on behalf of
the Company and in the capacities indicated.

                                             SIGNATURE AND TITLE

                                              /s/ Thomas R. Gay
                                             ---------------------------------
                                             Thomas  R. Gay,  Chief  Executive
                                             Officer and Director

                                             /s/ Jay D. Seid                  
                                             ---------------------------------
                                             Jay  D.  Seid,  Chairman  of  the
                                             Board

                                             /s/ Patrick A. Rivelli           
                                             ---------------------------------
                                             Patrick A. Rivelli, Director

                                             /s/ Martin F. Kahn               
                                             ---------------------------------
                                             Martin F. Kahn, Director

                                             /s/ Richard J. Freeman           
                                             ---------------------------------
                                             Richard J. Freeman, Director

                                             /s/ Robert Boscamp               
                                             ---------------------------------
                                             Robert Boscamp, Director

                                             /s/ Earl Gallegos                
                                             ---------------------------------
                                             Earl Gallegos, Director

                                             /s/ E. Stevens Hamilton          
                                             ---------------------------------
                                              Steven Hamilton
                                              (Principal Financial Officer)

                                             /s/ Brian Conn                   
                                             ---------------------------------
                                             Brian Conn
                                             (Principal Accounting Officer)


                                       53
<PAGE>

                        VISTA INFORMATION SOLUTIONS, INC.
                         EXHIBIT INDEX TO ANNUAL REPORT
                                 ON FORM 10-KSB


                            FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>


Item No.       Description                                          Method of Filing
--------       -----------                                          ----------------

<S>             <C>                                                     <C>

3.1             Restated Articles of Incorporation of the
                Company, as amended to date....................         Incorporated by reference to the Company's Post
                                                                        Effective Amendment No. 1 to Form SB-2
                                                                        Registration Statement on Form S-3 (File No.
                                                                        33-72248).

3.2             Restated By-Laws of the Company, as amended to
                date...........................................         Incorporated by reference to the Company's
                                                                        Definitive Proxy Statement filed February 17,
                                                                        1998 (File No. 0-20312).

4.1             Specimen form of the Company's Common Stock
                Certificate....................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

4.2             Specimen form of the Company's Warrant
                Certificate....................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

4.3             Warrant Agreement..............................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

4.4             Certificate of Designation of the Rights and
                Preferences of the Company's Series B
                Convertible Preferred Stock....................         Incorporated by reference to the Company's
                                                                        Quarterly Report on Form 10-QSB for the quarter
                                                                        ended September 30, 1993 (File No. 0-20312).


4.5             Certificate of Designation of
                the Rights and Preferences of
                the Company's Series C
                Convertible Preferred Stock....................         Incorporated by reference to the
                                                                        Company's Current Report on Form
                                                                        8-K filed March 7, 1995 (File
                                                                        No. 0-20312).

4.6             Certificate of Designation of the Rights and
                Preferences of the Company's Series D
                Convertible Preferred Stock....................         Incorporated by reference to the Company's
                                                                        Current Report on Form 8-K filed March 7, 1995
                                                                        (File No. 0-20312).

4.9             Option Agreement by and among Paul S. Bachow
                Co-Investment Fund, L.P., Paul S. Bachow and the
                Company dated September 15, 1993...............         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-KSB for the fiscal year
                                                                        ended June 30, 1993 (File No. 0-20312).


</TABLE>


                                       54
<PAGE>

<TABLE>
<CAPTION>

Item No.       Description                                              Method of Filing
-------        -----------                                              -----------------
<S>             <C>                                                     <C>
4.10            Rockwin Corp. Warrant Certificate dated
                September 3, 1993..............................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        33-73212).

4.11            Grant Warfield Option Agreement dated October 3,
                1991...........................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        33-73212).

4.12            Alex Tassos Warrant Agreements dated January 1,
                1993 and April 19, 1993........................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        33-73212).

4.13            James Hovis Warrant Agreement dated December 10,
                1993...........................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        33-73212).

4.14            Purchase Agreement dated February 28, 1995 among
                the Company and certain investors identified in
                the Agreement..................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1994 (File No. 0-20312).

4.15            Standby Bridge Loan Facility dated January 15,
                1994 between the Company and certain persons
                listed on Exhibit A attached thereto...........         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).

4.16            Amendment to Subordinated Promissory Notes dated
                February 28, 1995 between the Company and
                certain persons listed on Exhibit A attached
                thereto........................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).

4.17            Form of Subordinated Convertible Debenture
                issued from October through December 1995......         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).

4.18            Form of Warrant issued in connection with the
                Subordinated Convertible Debenture financing
                issued from October through December 1995......         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).

</TABLE>


                                       55
<PAGE>

<TABLE>
<CAPTION>

Item No.       Description                                              Method of Filing
-------        ------------                                             -----------------
<S>            <C>                                                      <C>
10.3            Geographic Underwriting System Agreement among
                ISO Commercial Risk Services, Inc. and ISO
                Telecommunications, Inc. and the Company, dated
                June 3, 1991...................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

10.4            Supplement  to  Joint  Service   Agreement  dated
                February  5,  1996  between  Insurance   Services
                Office, Inc. and the Company...................        Incorporated  by  reference  to the  Company's  Annual
                                                                        Report on Form 10-K for the period ended  December 31,
                                                                        1995 (File No. 0-20312).
                                                                      
10.6            Office Building Lease modification dated March
                9, 1997 by and between The Shidler Group and the
                Company........................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1996 (File No. 0-20312).


10.8            Agreement of Lease dated January 1997 by and
                between the Company and Sibley Real Estate
                Services.......................................         Incorporated  by  reference  to the  Company's  Annual
                                                                        Report on Form 10-K for the period ended  December 31,
                                                                        1996 (File No. 0-20312).

10.9            1990 Stock Option Plan, as amended.............         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        33-73212).

10.10           Profit Sharing Plan............................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

10.11           1995 Stock Incentive Plan......................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        333-09417).

10.13           401(k) Plan....................................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form 10 (File No.
                                                                        0-20312).

10.14           Employment Agreement of Donald R. Coley, dated
                August 10, 1992................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-KSB for the fiscal year
                                                                        ended June 30, 1993 (File No. 0-20312).

10.17           Geographic Underwriting System Joint Service
                Agreement between Insurance Services Offices,
                Inc. and the Company, dated October 1, 1992....         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-KSB for the fiscal year
                                                                        ended June 30, 1993 (File No. 0-20312).
</TABLE>


                                       56
<PAGE>

<TABLE>
<CAPTION>


Item No.       Description                                              Method of Filing
-------        -----------                                              ----------------
<S>            <C>                                                      <C>
10.19           Agreement for Services between Insurance
                Services Office, Inc. and the Company dated
                August 28, 1992................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-KSB for the fiscal year
                                                                        ended June 30, 1993 (File No. 0-20312).

10.21           Addendum One to Geographic Underwriting System
                Joint Service Agreement between Insurance
                Services Offices, Inc. and the Company, dated
                January 21, 1994...............................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-KSB for the transition
                                                                        period ended December 31, 1993 (File No.
                                                                        0-20312).

10.26           Employment Agreement with Thomas R. Gay dated
                February 28, 1995..............................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1994 (File No. 0-20312).

10.30           1993 VISTA Stock Option Plan...................         Incorporated by reference to the Company's
                                                                        Registration Statement on Form S-8 (File No.
                                                                        333-09417).

10.31           Agreement dated September 26, 1996 between the
                Company and Silicon Valley Bank regarding
                factoring of receivables.......................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1996 (File No. 0-20312).

10.34           Agreement Regarding Board Observer dated April
                18, 1995 between the Company and Century Capital
                Partners, L.P..................................         Incorporated by reference to the Company's
                                                                        Quarterly Report on Form 10-Q for the quarter
                                                                        ended September 30, 1995 (File No. 0-20312).

10.35           Equipment Lease Agreement dated August 10, 1995
                between the Company and Ally Capital Corporation        Incorporated by reference to the
                                                                        Company's Annual Report on Form
                                                                        10-K for the period ended
                                                                        December 31, 1995 (File No.
                                                                        0-20312).

10.36           Asset Purchase Agreement dated February 1, 1996
                between the Company and Business Information
                Technology Inc.................................         Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).

10.37           Equipment Lease Agreement dated August 10, 1995
                between the Company and Ally Capital Corporation        Incorporated by reference to the Company's
                                                                        Annual Report on Form 10-K for the period ended
                                                                        December 31, 1995 (File No. 0-20312).


10.38           Technology Alliance dated October 29, 1998
                between the Company and Homeseekers.Com, Inc...         Filed herewith, page ___.

</TABLE>


                                       57
<PAGE>

<TABLE>

<S>             <C>                                                     <C>
10.39           Agreement dated November 20, 1998 between the
                Company and Silicon Valley Bank regarding
                purchase of receivables........................         Filed herewith, page ___.

10.40           Agreement dated April 7, 1998
                between the Company and Silicon
                Valley Bank regarding a
                revolving line of
                credit.......................                           Filed herewith, page ___.

10.41           Agreement dated July 23, 1998
                between the Company and Silicon
                Valley Bank regarding a term
                loan...........................................         Filed herewith, page ___.


21.1            List of subsidiaries of the
                Registrant.........                                     Filed herewith, page ___.


23.1            Consent of Deloitte & Touche,
                LLP..............                                       Filed herewith, page ___.

23.2            Consent of McGladrey & Pullen,
                LLP.............                                        Filed herewith, page ___.
</TABLE>


                                       58