<PAGE>
============================================================================
                    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 February 28, 1997.
               --------------------------------------------

[ ]   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.  0-21891
                       ----------------------------

                   ATLANTIC CENTRAL ENTERPRISES LIMITED
               ---------------------------------------------
              (Name of small business issuer in its charter)

       BERMUDA                                                  N/A
--------------------------------                        -------------------
(State or other jurisdiction of                          (I.R.S. Employer  
 incorporation or organization)                         Identification No.)

Cedar House, 41 Cedar Avenue, Hamilton, Bermuda                   HM 12
----------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:      (441) 295-2244
                                --------------------------------------------

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

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

                       COMMON STOCK, par value $.01
                       -----------------------------
                             (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such re-
ports), 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 is not contained in this form, 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.      YES  [X]     NO  [ ]

State issuer's revenues for its most recent fiscal year:  
$3,485,667 for the Fiscal Year ended February 28, 1997.
----------                           ------------------

The aggregate market value of 2,662,396 shares of registrant's voting common
stock held by non-affiliates of the Registrant was $1,144,830 as of April 2,
1998, based upon the closing bid price of $0.43 per share for the Common Stock
in the over-the-counter market on such date.

Number of shares of common stock outstanding as of March 31, 1998: 
                                             ------------------------
       2,662,396 shares of common stock.
       ---------------------------------

Documents Incorporated By Reference:  None.

============================================================================
<PAGE>

                   ATLANTIC CENTRAL ENTERPRISES LIMITED
                         FORM 10-KSB ANNUAL REPORT
                             Table of Contents

<TABLE>
<CAPTION>

Item No.                                                                  Page
-------                                                                  -----
<S>   <C>                                                                <C>

PART I:

1.    Description of Business .........................................     3

2.    Description of Property .........................................    25

3.    Legal Proceedings ...............................................    25

4.    Submission of Matters to a Vote of Security Holders .............    27


PART II:

5.    Market for Common Equity and Related Stockholder Matters ........    28

6.    Management's Discussion and Analysis or Plan of Operation .......    29

7.    Financial Statements ............................................    41

8.    Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure .....................................    41


PART III:  

9.    Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act ............    42

10.   Executive Compensation ..........................................    45

11.   Security Ownership of Certain Beneficial Owners and Management ..    46

12.   Certain Relationships and Related Transactions ..................    47

13.   Exhibits and Reports on Form 8-K ................................    48

Consolidated Financial Statements .....................................   F-1


SIGNATURE PAGE

</TABLE>


                                    -2-
<PAGE>
                                  PART I

      ATLANTIC CENTRAL ENTERPRISES LIMITED (THE "COMPANY" OR "ACE") HAS
EXPERIENCED SIGNIFICANT NET LOSSES SINCE INCEPTION, FOR THE FISCAL YEAR ENDED
FEBRUARY 28, 1997 INCURRED A LOSS FROM OPERATIONS OF APPROXIMATELY $10,316,000
AND UTILIZED APPROXIMATELY $4,173,000 IN CASH FOR OPERATING ACTIVITIES, AND AT
FEBRUARY 28, 1997 HAD A WORKING CAPITAL DEFICIT OF APPROXIMATELY $874,000 AND
A STOCKHOLDERS' EQUITY OF APPROXIMATELY $306,000.  THE COMPANY HAS SERIOUS
LIQUIDITY PROBLEMS PRIMARILY DUE TO UNSUCCESSFUL ATTEMPTS THROUGH ITS
SUBSIDIARY, VISTA TECHNOLOGIES INC. ("VISTA"), TO RAISE ADDITIONAL CAPITAL AND
SIGNIFICANT COSTS ASSOCIATED WITH FAILED ATTEMPTS TO PENETRATE NORTH AMERICAN
VISION CORRECTION MARKETS.  AS A RESULT OF THE ABOVE FACTORS, THE REPORT OF
MOORE STEPHENS, P.C. ON THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL
YEAR ENDED FEBRUARY 28, 1997 CONTAINS A PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT
CONCERNING THE ABILITY OF THE COMPANY TO CONTINUE AS A GOING CONCERN.  THE
CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT BE
NECESSARY IF THE COMPANY IS UNABLE TO CONTINUE AS A GOING CONCERN.  FOR A
DISCUSSION OF MANAGEMENT'S PLANS AND OTHER RELATED FACTORS, SEE "MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" IN ITEM 6 BELOW AND THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO LATER IN THIS REPORT.

      UNLESS OTHERWISE INDICATED, ALL SHARE AND PER SHARE DATA IN THIS REPORT
HAVE BEEN ADJUSTED RETROACTIVELY TO REFLECT A 1-FOR-10 EXCHANGE RATIO AS TO
PHARMA PATCH PLC SHARES PURSUANT TO THE REORGANIZATION OF PHARMA PATCH AND
ATLANTIC CENTRAL ENTERPRISES LIMITED EFFECTIVE AS OF JANUARY 20, 1997.


ITEM 1.     DESCRIPTION OF BUSINESS

INTRODUCTION

      Atlantic Central Enterprises, Ltd. (the "Company" or "ACE") was
incorporated under the laws of Bermuda on February 2, 1996 under the name
Bamburgh Limited.  Thereafter, on April 2, 1996, the name was changed to
"Atlantic Central Enterprises Limited".

      On January 20, 1997, ACE completed a reorganization with Pharma Patch
Public Limited Company, an Irish company ("Pharma Patch").  The reorganization
involved Pharma Patch transferring to ACE all of its assets and having ACE
assume all of Pharma Patch's liabilities, in exchange for all the then
outstanding common stock of ACE.  Immediately after the transfer Pharma Patch
commenced a voluntary liquidation and distributed all ACE's shares to its
shareholders.  As a result of the reorganization, Pharma Patch shareholders
received one common share of ACE for every 10 shares of Pharma Patch owned. 
This reorganization qualifies as a tax-free reorganization under Section
368(1)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended. 

      As a result of the restructuring, ACE is the successor in interest of
Pharma Patch.  Accordingly, "ACE" or the "Company" will be used
interchangeably to refer to ACE and Pharma Patch when describing operational
history unless otherwise specifically indicated.

      The principal office of the Company is located at Cedar House, 41 Cedar
Avenue, Hamilton, Bermuda HM 12, telephone number (441) 295-2244.

REORGANIZATION

      On January 20, 1997, the shareholders of Pharma Patch approved the
following plan of reorganization with Atlantic Central Enterprises ("ACE"):

      ACE was initially capitalized in August 1996 by issuing 1,200,000 shares
of common stock to Pharma Patch for $12,000 in cash.

      Subsequent to the reorganization, ACE issued an additional 450,000
shares of its common stock in exchange for the stock held by the stockholders
of Pharma Patch and dissolved the corporate charter of Pharma Patch.


                                    -3-
<PAGE>
      These transactions resulted in the elimination of the 16,541,570
ordinary shares of Pharma Patch and created 1,654,157 shares of common stock
(one share of ACE common stock for every 10 Ordinary shares of Pharma Patch)
in ACE with a par value of $16,542.  As a result of the difference between
Pharma Patch's ordinary shares issued at par value ($2,343,914) and ACE's
common stock issued at par value ($16,542) the premium in excess of par value
increased, in 1997, by $2,327,372 (Pharma Patch's par value per ordinary 
share was Irish Pounds .01 and ACE's par value per common share is US$ .01).
All per share amounts in this report have been restated to reflect this
reorganization.

      Pharma Patch was incorporated under the laws of the Republic of Ireland
in January 1992.  Prior to July 1993, Pharma Patch had no significant assets
or operations.  Prior to fiscal 1997 Pharma Patch was mainly involved in the
research and development of transdermal drug delivery systems and skin
permeation technology.  Pharma Patch developed and patented proprietary
technology and secured licensing and product feasibility agreements through
research in this area.         
      
      On November 15, 1995, Pharma Patch sold substantially all of its
operating assets to Technical Chemicals and Products, Inc. ("TCPI") for a gain
of approximately $16.4 million. These assets included 11 U.S. patents relating
to transdermal drug delivery and skin permeation technology, license rights to
skin penetration enhancers and electronically assisted drug delivery,
proprietary information and trade secrets related thereto, certain licensing
and product feasibility agreements entered into by Pharma Patch's and all of
Pharma Patch's fixed assets. TCPI also assumed the sublease of the research
facility occupied by Pharma Patch.

      In consideration for the purchased assets, TCPI issued an aggregate of
786,214 shares of its common stock with a fair value of $11,919,000 and
satisfied the $5,000,000 promissory note previously issued by Pharma Patch to
Flora, Inc.  As a result of this transaction, Pharma Patch owned 9.9% of
TCPI's outstanding common shares and ceased performing research and
development work and other operations in the areas of skin penetration
enhancers and drug delivery systems. 
      
      On January 16, 1996, Pharma Patch entered into a supplemental agreement
with TCPI, which amended certain provisions of the November 1995, asset
purchase agreement. TCPI had filed a Registration Statement on Form S-1 with
the Securities and Exchange Commission with respect to the sale of 1,800,000
TCPI common shares (the "Offering"). Pursuant to the terms of the supplemental
agreement, Pharma Patch executed a lock-up letter with the representative of
the TCPI Underwriters providing that it would not sell or otherwise dispose of
any of its shares of common stock for a period to expire 180 days following
the closing date of the Offering without their prior consent. As consideration
for the execution of the lock-up agreement, TCPI (i) terminated an existing
lock-up agreement covering TCPI common stock owned by Pharma Patch, executed
in connection with the asset purchase agreement; (ii) effective as of closing
date of the Offering, terminated the voting trust agreements, shareholders'
agreement and irrevocable proxy, executed in connection with the asset
purchase agreement which, among other things, limited Pharma Patch's ability
to vote or dispose of its shares of common stock; (iii) allowed Pharma Patch
to offer for sale 100,000 shares of this common stock in the Offering (plus up
to an additional 110,000 shares if the Underwriters over-allotment option were
exercised); (iv) effective as of the closing date of the Offering, issued to
Pharma Patch a two-year warrant to purchase 100,000 shares of common stock at
an exercise price equal to the per share Offering price; and (v) file a
Registration Statement on Form S-3 to register all of the remaining shares of
common stock owned by Pharma Patch after the Offering. 

      On March 21, 1996, ACE completed the acquisition of 61.3% of the voting
interest of Vista Technologies, Inc. ("Vista").  Vista provides
photo-refractive keratectomy (PRK) and other laser vision correction ("LVC")
facilities and services to the health care industry. 

                                    -4-
<PAGE>
      ACE acquired its position in Vista by executing a stock purchase
agreement for 200,000 newly issued shares of Vista common stock for a cash
price of $500,000.  ACE and Vista executed an additional agreement under which
Vista provided 2,060,000 newly issued shares of its common stock to ACE plus
500,000 Vista Class C common stock purchase warrants.  In exchange, Vista
received a $750,000 interest-free note due six months after the transaction
date and 200,000 restricted shares of TCPI common stock previously held by ACE
with a fair value on the date of the transaction of $3,550,000 (original cost
basis to ACE of $3,032,000).  Vista paid the $750,000 note in full during the
first quarter of fiscal 1997.  ACE also received an option to acquire 250,000
Vista shares at $2.50 per share.  In a separate transaction, ACE agreed to
provide 4,500,000 newly issued Ordinary Shares of Pharma Patch (450,000 common
shares of ACE) in exchange for a total of 900,000 shares of Vista's
outstanding common stock owned by three shareholders.  A summary of the
consideration for both components of the Vista transaction include the
following: 

<TABLE>
      <S>                                                   <C>

      Cash                                                  $  500,000
      Note payable                                             750,000
      TCPI investment (200,000 shares)                       3,032,000
                                                           -----------
                   Sub-total                                 4,282,000

      Pharma Patch common stock (4,500,000 shares)           2,250,000
                                                           -----------
                                                           $ 6,532,000
                                                           ===========
</TABLE>

      The cost in excess of net assets acquired of approximately $4.5 million
was calculated utilizing the original carrying value of the TCPI investment
($15.16 per share).  ACE was amortizing such cost in excess of net assets
acquired over a 15-year period.  At February 28, 1997, the Company's
management determined that the goodwill was impaired.  As a result, the
Company wrote off goodwill of approximately $4,300,000 after it determined
that the unamortized balance of goodwill could not be recovered through
projected future discounted cash flows over its remaining life [See Note 2 of
the Notes to Consolidated Financial Statements].

      During the year ACE exercised its options to purchase an additional
250,000 shares of Vista for cash consideration of $625,000.   ACE also
purchased additional 13,800 shares on the open market for cash consideration
of $37,663.

      Since March 21, 1996, ACE's interest in Vista has been diluted by the
issuance of additional Vista stock.  At February 28, 1997, ACE owned 54.14% of
the issued and outstanding shares of Vista. 

      The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern and realization of assets and
settlement of liabilities and commitments in the normal course of business. 
The Company has experienced significant net losses, a loss from continuing
operations of approximately $10,316,000, has a working capital deficit of
approximately $874,000 and utilized approximately $4,173,000 in cash for
operating activities for the year ended February 28,1997.  In addition, Vista
has serious liquidity problems primarily due to unsuccessful attempts to raise
money, both at the parent level and the subsidiary level and significant costs
associated with the Vista's failed attempts to penetrate the North American
vision correction market resulting in losses from operations.  The Company and
its subsidiaries are developing business plans which when implemented would
develop opportunities in the laser vision correction and automotive
maintenance markets in North America and/or Europe.  Vista's management is
developing a business plan which takes advantage of new trends in the laser

                                    -5-
<PAGE>
vision correction business in both North America and Europe.  Vista plans to
concentrate on its four successful centers in Italy and Sweden in the 1997-
1998 fiscal year and focus on the reduction of expenses at the head office
level.  The Company also plans to sell a portion of its marketable securities,
obtain additional debt financing and focus on revenue growth of its existing
operations.

      The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon the success
of these plans.  There can be no assurance of the success of these plans.

      As of February 28, 1997 ACE has an accumulated deficit of $18,692,005,
total assets of $8,118,894 and total shareholders' equity of $306,293.

      ACE's majority owned subsidiary, Vista, has an accumulated deficit of
$22,142,284, total assets of $4,330,537, total shareholders deficiency of
$2,094,820 and received a Going Concern qualification report from its auditors
for the twelve months ended March 31, 1997 (see Vista's report on Form 10KSB
for its fiscal year ended March 31, 1997 for additional information).  ACE,
including Vista, has not yet achieved profitable operations and there is no
assurance that profitable operations, if achieved, could be sustained on a
continuing basis. Further, Vista's future operations are dependent on the
success of the commercialization efforts and market acceptability of the Vista
business plan and other potential business ventures of ACE, together with the
value derived from the TCPI investment securities. 

VISTA TECHNOLOGIES INC.

      Vista Technologies Inc., through its operating subsidiaries in the
United States and Europe, provides access to advanced excimer laser vision
correction ("LVC") equipment and related support services (collectively "LVC
Services") for use by licensed ophthalmologists in the treatment of refractive
vision disorders.  Vista currently has five lasers in use in Europe and one in
the United States.

      Physicians use computer-controlled excimer lasers at Vista's centers to
treat refractive vision disorders such as nearsightedness (myopia)and
astigmatism and to eliminate or reduce the need for corrective lenses. Vista
provides individual physicians and group ophthalmic practices with shared
access to laser equipment, thus eliminating capital costs, investment risk and
maintenance of such equipment by the health care professional.  LVC Services
provided by Vista also include various support services, such as physician and
staff training, technical support services, equipment maintenance, billing and
accounting and other administrative services.  The Company realizes revenues
for the use of its LVC equipment and services by charging fees at the time
each LVC corrective procedure is performed with use of Vista's equipment.

      Photorefractive keratectomy ("PRK") involves the use of an excimer laser
to reshape the cornea, thereby adjusting its refractive power.  The excimer
laser can also be used to treat a number of pathological superficial corneal
disorders in a procedure called phototherapeutic keratectomy ("PTK"). Two
manufacturers, Summit Technology, Inc. ("Summit") and VISX, Incorporated
("VISX"), received U.S. Food and Drug Administration ("FDA") approval in late
1995 and early 1996, respectively, for use of their excimer lasers to perform
PRK procedures to correct low to moderate nearsightedness and earlier received
FDA approval for use of excimer laser for PTK procedures.  In addition to such
procedures, excimer lasers can also be used to perform a procedure known as
laser in situ keratomileusis ("LASIK"), which may be more predictable in
treating high myopia, but to date has not been specifically approved in the
United States by the FDA.
      
      Vista's European operating subsidiaries have owned and operated excimer
laser facilities in Italy and Sweden since 1992 and 1994, respectively.  In
May 1996, Vista Laser Centers of the Southwest, Inc.("Vista-Southwest")
commenced operations at a excimer laser facility in Scottsdale, Arizona.

                                    -6-
<PAGE>
Vista-Southwest in October 1997 subsequently authorized a change in its
corporate name to Icon Vision Laser Centers SW, Inc.  The Company held an
investment interest in Vista-Southwest prior to October 1996, at which time
Vista's ownership of Vista-Southwest increased to 94%.

      In anticipation of U.S. Food and Drug Administration ("FDA") approval of
excimer lasers to perform PRK procedures, Vista developed a strategic
expansion plan in June 1995 to organize and sponsor additional companies to
provide LVC Services in the United States and Canada through regional joint
venture alliances with certain prominent ophthalmologists (the "Regional Joint
Ventures").  During the quarter ended December 31, 1996, Vista's negotiations
to acquire interests in additional LVC operations, based primarily in Canada,
were abandoned and Vista sold all of its interest in a Regional Joint Venture
formed during 1996 to service the Northern California market.  Unsuccessful
efforts by Vista's former management to obtain additional private placement
equity financing necessary to finance Vista's Regional Joint Venture expansion
plans and to support general and administrative expenses in North America were
terminated during March 1997.

      Vista's management intends to reactivate a strategic expansion plan if a
debt compromise plan with Vista's creditors is proposed and accepted and if
significant additional capital is obtained; there can be no assurance that
Vista will be successful in accomplishing either of these objectives.  Pending
further developments, Vista has been advised that its controlling stockholder,
ACE , plans to pursue a strategic plan of negotiating to acquire or develop
interests in the laser vision correction facilities and services in North
America.  Vista has been advised that if ACE can successfully implement a
strategy of North American expansion in the field of laser vision correction,
it anticipates that Vista will be provided the right to acquire such
operations at an amount equal to ACE's cost if Vista completes a debt
compromise plan with its creditors and if significant additional capital is
obtained by Vista. 

      At March 31, 1997, Vista had a negative working capital of $3,118,789
and a stockholders' deficit of $2,094,820.  Vista has been dependent during
most of its fiscal year ended March 31, 1997 upon stock sales of approximately
$1,500,000 and in subsequent periods upon advances from its controlling
stockholder, ACE, for funds necessary to sustain operations in North America
and Vista's reporting obligations as a publicly-held corporation.  Net
advances due to ACE of $723,000 are classified as unpaid short-term
obligations as of March 31, 1997, and have subsequently increased to
approximately $1,100,000 as of September 30, 1997.  There can be no assurance
that ACE will continue to provide advances to Vista or that Vista will be
successful in obtaining capital from other sources.


RECENT DEVELOPMENTS

      FIRST AMERICAN AMO

      In May 1997 ACE entered into an agreement to form a new corporation
called First American AMO ("AMO").   ACE agreed to fund AMO up to $450,000
prior to any separate outside funding of AMO.  ACE has also agreed to seek out
additional outside funding for AMO for continued growth. ACE owned 83% of the
issued and outstanding common stock of AMO upon signing this agreement.  As of
January 30, 1998 ACE has advanced AMO $275,359 of its $450,000 obligation.

      AMO has its headquarters in Palm Harbor, Florida.  It is an automotive
maintenance organization that improves the efficiencies of fixing a car.  AMO
is assigned a collision claim from an insurance company and comes up with the
lowest cost estimate by  having its own adjusters negotiate with a network of
established body shops.  Motorists receive a lifetime warranty on the repairs
as long as they own their vehicle.

                                    -7-
<PAGE>
      Insurance companies and consumers benefit from the fast turn-around time
of five days, as opposed to the industry average of seven to ten  and the
reduction in claims administration costs by AMO having its own adjusters.  AMO
has achieved this reduced turn-around time by placing a personal computer with
each insurer so it is directly on-line with AMO.  Body shops are also on-line
with the company with the ability to transmit digital photos of the required
repairs for immediate, and flexible assessment by AMO's adjusters.
     
      AMO is currently servicing five insurance companies and is negotiating
with an additional eleven to come on-line in 1998.  The Company began its
collision management operations in September 1997.  AMO is planning to develop
its fleet management service in March of 1998 with customers and contracts
already targeted.

      AMO's President is Mr. Jeffrey Dickson.  He worked for Miami-based
American Bankers Insurance from 1970 to 1983, becoming executive vice
president, and then six years with Capital Holdings Inc. in Louisville KY.  He
was also president of Insurance America Co., a personal lines insurer that was
a joint venture of Bank of America and Capital Holdings.  Eric Seidel, who is
VP Marketing for AMO and Vic Grechniw, VP Operations for AMO both come from
extensive backgrounds in fleet management.

      ICON VISION CENTERS INC.

      In August 1997, ACE organized ICON Vision Centers Inc., as a wholly
owned subsidiary, in Ontario, Canada to negotiate the acquisition of interests
in additional laser vision correction facilities.  ICON Vision Centers, Inc.
is currently developing a business plan which, if implemented, would cause
ICON Vision Centers to develop opportunities in North America and/or Europe
through acquisitions or start-up development.

      INTERNET VENTURE

      ACE entered into an agreement with a third party in August 1997, to fund
the development of various internet business ventures up to a total of
approximately $57,000.  Currently ACE is re-evaluating the proposed ventures
and the direction of this investment.


VISTA TECHNOLOGIES INC. -- BACKGROUND INFORMATION

      VISION DISORDERS AND ALTERNATE FORMS OF CORRECTIVE TREATMENT

      The human eye is approximately 25 millimeters in diameter and functions
much like a camera, with a lens in front and a light sensitive screen, the
retina, in the rear.  Images enter the human eye through the cornea, a
transparent domed window at the front of the eye.  In a properly functioning
eye, the cornea bends (refracts) incoming images, causing the images to focus
on the retina.  The inability of the cornea to properly refract incoming
images results in blurred vision and is called a refractive disorder. 

     Myopia (nearsightedness), hyperopia (farsightedness) and astigmatism are
three of the most common refractive disorders resulting from an inability of
the optic system to properly focus images on the retina.  The amount of
refraction is dependent on the shape, specifically the curvature, of the
cornea.  In a nearsighted (myopic) eye, images are focused in front of the
retina; in a farsighted (hyperopic) eye, images are focused behind the retina;
and in an astigmatic eye, images are not focused at any one single point.

      Conventional methods of correcting refractive disorders are by
prescription of eyeglasses and contact lenses.  Over the last 15 years,
refractive vision disorders have also been treated by several surgical
techniques.  These include radial keratotomy ("RK"), in which small incisions
approximately 400 to 450 microns deep in a radial configuration are made
around the periphery of the cornea to cause a flattening of the cornea.  Other

                                    -8-
<PAGE>
surgical techniques are keratomileusis, which involves freezing the cornea and
reshaping it, and automated lamellar keratoplasty ("ALK"), which involves
using a microkeratone to remove microscopic amounts of corneal tissue. 
Industry sources estimate that 200,000 RK procedures were performed in the
United States in 1994.  Because RK is a manual procedure and not performed
with a computer-controlled device, RK is highly dependent on the surgical
skill of the ophthalmologist performing the procedure.  Moreover, because RK
involves incisions into the corneal tissue, it weakens the structure of the
cornea which may have adverse consequences as patients age.  RK has never
undergone a controlled clinical study under an FDA protocol because no medical
device, other than a scalpel, is used in the procedure.  Compared to RK, the
Company believes that laser surgery involves reduced surgical risk, does not
weaken the corneal tissue, is less invasive and is less dependent on the
ophthalmologist's skill.
    
      LASER VISION CORRECTION SYSTEMS
      
      Excimer lasers are incorporated in a fully integrated ophthalmic
surgical workstation for use by ophthalmologists to perform procedures to
treat refractive and other ophthalmic disorders.  The excimer laser system
delivers pulses of ultraviolet laser light to ablate (remove) submicron layers
of tissue from the surface of the cornea in a computer-assisted, predetermined
pattern to reshape the cornea.  Most of the laser light generated by the
excimer system is absorbed by the removed corneal tissue during a procedure. 
As a result, the laser light does not penetrate interior portions of the eye
and does not create substantial amounts of heat in the surrounding tissue. 
These attributes make the excimer laser system well suited to corneal surgery.

      Advanced LVC equipment supplied by various manufacturers has been
commercially available since approximately 1990 for use in foreign countries,
including Canada and various countries in Europe, among others.  Two U.S.
manufacturers, Summit and VISX, received pre-market approval from the FDA in
October 1995 and March 1996, respectively, for use of excimer laser systems to
perform photorefractive keratectomy ("PRK") to treat low to moderate myopia
(nearsightedness).   PRK is a form of LVC treatment involving the use of an
excimer laser to reshape the cornea, thereby adjusting refractive power of the
eye.  Excimer lasers manufactured by Summit and VISX have also been approved
for use in the United States and other countries to treat a number of
pathological superficial corneal disorders in a procedure called
phototherapeutic keratectomy ("PTK").

      Other LVC procedures exist and are currently approved for use with
lasers outside of the United States that have not received pre-market approval
by the FDA as of the present date.   These include the use of excimer lasers
to perform a procedure known as laser in situ keratomileusis ("LASIK") and
holmium lasers for laser thermalkeratoplasty ("LTK") and laser sclerostomy
("LS") procedures.  LASIK is primarily prescribed for treatment of hyperopia
(farsightedness), astigmatism and extreme myopia;  LTK may be prescribed for
instances of mild hyperopia and astigmatism; and LS is used for treatment of
symptoms of glaucoma.  In May 1996, the FDA advised U.S. eye care
professionals that LASIK and bilateral surgery (treatment of both eyes at the
same time) are outside the scope of currently FDA approved labeling for
excimer lasers; although the FDA noted that physician discussions with
patients and decisions to conduct either of those procedures are considered
the practice of medicine outside of the direct scope of FDA regulation, the
FDA cautioned that it expects excimer laser equipment manufacturers and health
care practitioners to advertise and promote the use of FDA approved lasers in
the United States only within the scope of their FDA approved use, i.e.
currently for PRK and PTK.

      All of these LVC procedures are normally performed on an outpatient
basis and require from 15 to 30 minutes in addition to pre-operative
consultations and post-operative care. Depending upon the severity of the
patient's pre-treatment vision disorder, improved vision resulting from LVC
procedures either eliminates or significantly reduces the patient's need to
wear eyeglasses or contact lenses.

                                    -9-
<PAGE>
      Physicians associated with Vista's operating subsidiaries to date have
focused primarily on PRK treatment to correct low and mild myopia.  Vision
care professionals associated with Vista and its operating subsidiaries are
also trained in other LVC procedures, establish medical and operational
standards relating to LVC Services and train other ophthalmologists and
optometrists.

      EXCIMER LVC SYSTEMS AND PROCEDURES

      PRK:     Photorefractive keratectomy ("PRK") is a procedure performed
with a excimer laser system to treat primarily nearsightedness. When
performing PRK with the excimer laser, the ophthalmologist determines the
exact correction required (which is measured by the same type of examination
used to prescribe eyeglasses or contact lenses) and programs the correction
into the system's computer.  The ophthalmologist removes the thin surface
layer of the cornea (the epithelium) and positions the patient for the laser
procedure.  The average PRK procedure consists of approximately 150 laser
pulses, each of which lasts several billionths of a second over a period
ranging for 15 to 40 seconds.  Cumulative exposure to the laser light is less
than one second.  The entire procedure, including patient preparation and
post-operative dressing, generally lasts no more than thirty minutes.     

      Following the PRK procedure, the ophthalmologist may prescribe topical
pharmaceuticals to promote corneal healing and to alleviate discomfort.  A
series of patient follow up visits is scheduled with the ophthalmologist or an
optometrist to monitor the corneal healing process, to verify that there are
no complications and to test the correction achieved by the PRK procedure.  

      Patients undergoing PRK generally experience discomfort for
approximately 24 hours, and blurred vision for approximately 48 to 72 hours
after the procedure.  Although most patients experience improvement in
uncorrected vision within a few days of the procedure, it generally takes from
two to six months for the correction to stabilize and for the full benefit of
the procedure to be realized.  An individual typically has one eye treated in
a session, with the second eye treated three to six months thereafter.

      Although a patient usually experiences a substantial improvement in
clarity of vision within a few days following the PRK procedure, it generally
takes from two to six months for the full benefit of the procedure to occur. 
The PRK procedure is used primarily to correct the vision of patients with
myopia (or nearsightedness) ranging from -1.5 to up to -7.00 diopters,
although the PRK procedure has also been performed in foreign countries on
higher diopter nearsighted and, occasionally, farsighted and astigmatic
patients.  Approximately 90% of all myopic patients are nearsighted up to
-6.00 diopters and use of the PRK procedure to correct the vision of
nearsighted patients of up to -6.00 diopters therefore has received the
greatest degree of testing.

      LASIK:     Laser assisted in situ keratomileusis ("LASIK") is a
procedure performed with an excimer laser system primarily to treat extreme
cases of myopia.  LASIK, although a more unusual and delicate surgical
procedure than PRK, offers advantages in that the epithelium is not touched by
the laser and therefore promotes quicker healing.  The ophthalmologist uses a
microkeratone to open a flap on the surface of the cornea, laser energy is
used to ablate corneal cells on the exposed surface, and the flap is then
folded back into place.   Glare and central islands are practically
non-existent after LASIK since ablation occurs in the stroma layer (under the
surface epithelium layer).  Due to the corneal flap, subsequent retouches are
facilitated with minimal recovery time.

      LASIK may be more predictable in treating high levels of myopia, but the
LASIK procedure not been specifically approved in the United States by the
FDA.  Nevertheless, Vista believes that certain physicians in the U.S. are
performing LASIK procedures.  The FDA has cautioned eye care professionals in
the U.S. to advertise and promote the use of FDA approved lasers only within
the scope of their FDA approved use, i.e. currently for PRK and PTK.

                                   -10-
<PAGE>
      PTK:     Phototherapeutic keratectomy ("PTK") is a procedure performed
with the excimer system to treat corneal pathologies.  In this procedure,
submicron layers of tissue are ablated from the surface of the cornea in order
to remove diseased, scarred or sight-inhibiting tissue.  The goal of PTK is
not necessarily to cure the corneal pathology, but to alleviate symptoms
associated with the pathology.  The FDA granted pre-market approvals for use
in the United States of PTK procedures with Summit excimer laser equipment in
February 1995 and for VISX equipment in October 1995.

      OTHER:     Excimer lasers may also be used to treat glaucoma by a
procedure known as Partial Excimer Traheculectomy ("PET").   The PET procedure
involves the use of the excimer laser to create a penetrating filter through
the scleral tissue (the tough, fibrous tissue covering all of the eye except
the cornea), which causes the permeation of fluids from within the eye, thus
reducing pressure levels.  Vista believes that one laser manufacturer has
received an Investigational Device Exemption from the FDA to conduct clinical
trials for the PET procedure in the United States.

      HOLMIUM LVC SYSTEMS AND PROCEDURES

      LTK:     Another recently developed LVC technology is the holmium laser
system.  The holmium system delivers high intensity pulses of infra red light
to an eye by means of a fiber optic cable and a single-use, hand-held probe
that directly contacts the eye at the exact spots chosen by the
ophthalmologist.  Vista is aware of two manufacturers that have developed
holmium laser systems.  Vista believes that both of those companies are in the
process of conducting clinical trials for the FDA to demonstrate the safety
and efficacy of the holmium laser to perform laserthermal keratoplasty
("LTK").   LTK is a refractive procedure performed to treat farsightedness and
astigmatism in which peripheral corneal tissue is thermally shrunk, causing
the central portion of the cornea to steepen. 

      LS:     Laser Sclerostomy ("LS") is a surgical procedure performed with
the holmium system to treat the symptoms of glaucoma by making an opening in
the front chamber of the eye.  Summit has received FDA pre-market approval to
sell its holmium system in the U.S. for treatment of glaucoma.

      OTHER LASER SYSTEMS

      Vista is aware of three companies that have reportedly developed solid
state lasers, ophthalmic laser surgical systems that apply a beam of high
intensity light to remove tissue from the inside, as opposed to the surface
of, the cornea.  Solid state lasers are designed to ablate tissue inside the
cornea without violating the cornea's surface by computer guiding the laser
beam to the inner corneal tissue and vaporizing the targeted tissue. Solid
state lasers have not been approved for use in the United States and the
Company believes these systems are still in the development stage.

BUSINESS OF VISTA

      Vista's LVC Services are conducted by three operating subsidiaries,
Vista Vision S.p.A. based in Italy ("Vista-Italy"), Vista Vision Scandinavia
A.B. based in Sweden ("Vista-Sweden"), and Vista Laser Centers of the
Southwest, Inc. based in Arizona ("Vista-Southwest").   European operations of
Vista-Italy and Vista-Sweden are operated under the trade name and style of
Vista Vision(SM) centers and North American operations are currently conducted
under the trade name and style of Icon Vision Laser Centers(SM).

      As of March 31, 1997, Vista owned approximately 74.73% of Vista-Italy
which operates three LVC centers in Italy; 100% of Vista-Sweden which operates
two LVC centers in Sweden; and 94% of Vista-Southwest which operates one
center in Arizona.   All of these LVC facilities operated for the full fiscal
year ended March 31, 1997 except that the Arizona center was established in
May 1996 and one of the Italian centers was opened in July 1996.  A center
formerly operated by a joint venture subsidiary in England was closed in June
1995 and Vista-Italy discontinued its Pisa center in May 1996. 

                                   -11-
<PAGE>
      The following chart summarizes certain information as to the number of
LVC surgical procedures performed at Vista's operating subsidiaries for the
periods indicated: 

<TABLE>
<CAPTION>
                                               Fiscal Year Ended March 31,
                                               ---------------------------
                                                1997       1996      1995
                                               ------     ------    ------
<S>                                            <C>        <C>       <C>
Italy  (Note a) .............................   1,663      1,367       911
Sweden  (Note b) ............................   1,139        658       524
United States  (Note c) .....................     373         --        --     
                                                -----      -----     -----
Totals.......................................   3,175      2,025     1,435
                                                =====      =====     =====
</TABLE>

___________________________________
(a)   Represents three centers, including the Milan Center opened in 1992, a
      Rome Center opened in January 1995 and the Palermo Center opened in July
      1996.  Does not include procedures at a center in Pisa closed in May
      1996 or an abandoned joint venture for a center in Viareggio to replace
      the Pisa center.

(b)   Represents two centers, the Stockholm center purchased in June 1994 and
      the Malmo center opened in August 1995.

(c)   Represents a center in Arizona opened in May 1996.

      REVENUE RECOGNITION

      Vista's operating subsidiaries derive revenues by billing physicians at
the time of equipment use, with such fees normally based upon a negotiated
fixed fee per LVC procedure or a negotiated percentage of the gross procedure
fees charged to patients by the physician.  Physicians generally charge
patients for their services on gross procedure fee basis (each eye and the
related pre-operative and post-operative care and any corrective adjustment
representing one procedure), and the gross procedure fee is required by law to
be established by the health care professional.  However, to insure recovery
of estimated costs of operations and a reasonable margin, Vista's prior
consent is required if the physician desires to charge less than a stated
minimum gross procedure fee where Vista's revenue is based upon a percentage
of that fee as opposed to a fixed amount.

      The gross procedure fee is generally defined to include all charges to
the patient for services of one or more professionals to perform an LVC
procedure for one eye, which typically includes professional services for the
procedure, post-operative care and re-operative care procedures, if required,
plus all charges to the patient for equipment use, medical supplies and
related items.  The gross procedure fee is influenced by various factors such
as competitive pricing for LVC procedures in the relevant market, the
experience of the physician and by special requirements for each patient's
condition.  Generally speaking, gross procedure fees charged by professionals
for PRK treatment currently range from approximately $1,400 to $1,600 per eye
in the United States and from approximately $1,000 to $1,750 per eye in
Europe, although there can be no assurance these levels will be maintained for
the long term.

      Fees charged in turn by Vista to individual physicians may vary
depending upon the skill and experience of the physician, the volume of his or
her anticipated use of LVC equipment and services offered by Vista, the
individual policies of each operating center and competitive conditions in the
local market.  Such policies and methods may be changed from time to time,
which could adversely affect the amount of revenues generated.

                                   -12-
<PAGE>
      During the fiscal year ended March 31, 1997, revenues payable to
Vista-Italy and Vista-Sweden generally averaged $900 and $1,750 per procedure,
respectively, and most of these fees were based on a fixed fee per procedure
basis.  Certain operating expenses of Vista-Italy and Vista-Sweden under
cooperative agreements for use of facilities and equipment use are in turn
based upon the number of procedures performed.  Generally, the average per
procedure fees realized by Vista in Italy and Sweden during the fiscal year
ended March 31, 1997 were approximately 10% above the average per procedure
fees earned in the prior fiscal year.

      Fees payable to Vista-Southwest during the fiscal year ended March 31,
1997 generally ranged from $750 to $1,000 per procedure and were based on a
percentage, typically 60%, of the gross procedure fee charged by the
physician.

      Payment is usually collected in cash or by credit card before the
procedure is performed; however certain of Vista's European operations
commenced a program during 1996 to offer extended payment terms if the
patient's credit is approved.

      Health insurance providers generally consider LVC procedures to be
elective surgery and do not provide insurance or other third-party
reimbursement.

      RELATIONS WITH PROFESSIONALS

      Vista maintains consulting arrangements with certain professionals
experienced in LVC care to advise Vista as to current developments in surgical
procedures and technology developments, establishing ethical and operating
standards and for assistance in training other health care professionals.

      Dr. J. Charles Casebeer, formerly a director of Vista, acts as a
consultant to Vista's Vista-Southwest subsidiary operations (see "Other
Vista-Southwest Transactions with Affiliates" below).     

      LVC EQUIPMENT

      Vista is not involved in the research, development or manufacture of
refractive laser systems, and is dependent on unrelated manufacturers for the
supply of laser equipment and systems.  Vista believes there are four U.S.
companies that have conducted or are conducting clinical trials with excimer
lasers for refractive surgery: in addition to Summit and VISX, these include
Chiron Corp. and LaserSight Incorporated.   Summit and VISX have received FDA
pre-market approval to commercially sell and market in the United States their
excimer lasers for PRK treatment of low and mild myopia and for PTK
procedures.

      The current cost of an excimer laser ranges from approximately $475,000
to $525,000, plus sales tax. For laser equipment purchased from VISX or
Summit, the manufacturer generally requires an additional royalty equal to
$250 per PRK procedure to be paid to Pillar Point Partners, a partnership
between VISX and Summit that holds certain patent rights with respect to their
excimer laser technology.  The purchase price typically includes a one or two
year warranty on all parts except the optics (mirror and glass components)
which generally carry a 30-day warranty. Annual maintenance and service fees
are contracted for separately at the time of purchase and range from
approximately $40,000 to $60,000 per year, but these estimates may vary with
usage. Due to the equipment cost, Vista believes that most ophthalmologists
interested in LVC surgery will not be able or willing to purchase a laser,
seek financing for the purchase and/or arrange for required maintenance of the
laser equipment.

      Vista's European subsidiaries currently own or lease and maintain five
VISX excimer lasers.  Vista-Southwest leases a VISX excimer laser.  The
Company has one laser in storage due to newer technology, the cost of which
was written off in the fiscal year ended March 31, 1996 in the amount of
$446,636 for the impairment of an idle asset.

                                   -13-
<PAGE>
      MARKET POTENTIAL FOR LVC SERVICES

      It is estimated that in excess of 100 million people in the U.S., and a
much larger number worldwide, use eyeglasses or contact lenses to correct
common vision disorders, with over 60 million of these individuals suffering
from nearsightedness. U.S. consumers spent an estimated $13.8 billion in
eyeglass and contact lens purchases in 1993.  While excimer laser procedures
can treat people who are farsighted or are astigmatic, both the existing
technology and application for regulatory approvals for those uses are in an
earlier stage than for use of excimer lasers for treatment for
nearsightedness.

      Refractive disorders generally are corrected with conventional methods
such as eyeglasses and contact lenses. Alternative treatments for permanently
reshaping the cornea to relieve nearsightedness, farsightedness and
astigmatism include surgical methods, the most popular of which has been RK,
discussed earlier in this Report. RK is used primarily to correct
nearsightedness, but is known to have potential limitations such as: 
(i)weakening the cornea, (ii) potential for infection and (iii) producing
inconsistent visual correction results. However, RK procedures are generally
substantially less expensive than LVC procedures.   Vista believes that the
market potential for alternative refractive care utilizing excimer laser
systems is commercially significant. Many eyeglass or contact lens wearers are
potential candidates for laser refractive surgery. Generally speaking, Vista
believes that younger persons are more apt to elect refractive surgery than
older people who have become accustomed to eyeglasses or contact lenses over
an extended period.  However, the degree to which Vista's LVC Services can
penetrate the potential market for vision correction will depend on a variety
of factors including, but not limited to, medical and public acceptance of
laser vision correction procedures and alternative technologies. None of these
factors is under the immediate control of Vista nor is any predictable at this
time.

      FDA PRE-MARKET APPROVAL OF LVC EXCIMER SYSTEMS

      Excimer laser systems are regulated as medical devices by the United
States Food and Drug Administration ("FDA") and require pre-market clearance
or pre-market approval (referred to as a "PMA") by the FDA prior to commercial
sale and use in the U.S. Medical devices in the U.S. are classified into one
of three classes on the basis of the controls deemed necessary by the FDA to
reasonably ensure safety and effectiveness. Class III devices, which include
medical lasers, generally are those which must receive PMA by the FDA to
ensure their safety and effectiveness and include, among other devices, new
devices which have been found not to be "substantially equivalent" to existing
legally marketed devices.

      A PMA application must be supported by valid scientific evidence which
typically includes extensive preclinical and clinical trial data to
demonstrate the safety and effectiveness of the device. If human clinical
trials of a device are required, and the device presents a "significant risk,"
the sponsor of the trial (usually the manufacturer or distributor of the
device) will have to file an Investigational Device Exemption
("IDE")application prior to commencing human clinical trials. The IDE
application must be supported by data, typically including results of animal
and laboratory testing. If the IDE application is approved, human clinical
trials may begin at a specific number of investigational sites with a specific
number of patients, as approved by the FDA.

      A PMA application must contain the results of clinical trials, the
results of all relevant bench tests, laboratory and animal studies, a complete
description of the device and its components, a detailed description of
methods, facilities and controls used to manufacture the device and certain
other information. FDA review of a PMA application generally takes one to two
years from the date the PMA is accepted for filing, but may take significantly
longer.  The review time is often significantly extended by the FDA asking for

                                   -14-
<PAGE>
more information, including additional clinical trials for clarification of
information provided in the submission.  When conditions have been fulfilled
to the satisfaction of the FDA, it will issue a PMA approval letter,
authorizing commercial distribution of the device for certain applications. 
If the FDA's evaluation is not favorable, the FDA will deny approval of the
PMA application or issue a "not approvable letter".  There are devices for
which FDA approval has been sought which have never been approved for
marketing in the U.S. The FDA may approve a device for some procedures but not
others, or for certain classes of patients and not others. Modifications to a
device that is an approved PMA also may require approval by the FDA of PMA
supplements or new PMAs.

      SAFETY AND EFFICACY

      The first PRK procedure for the treatment of nearsightedness using an
excimer laser system was performed in 1989, and the first PTK procedure for
the treatment of a corneal pathology using an excimer system was performed in
1988.  A large majority of PRK and PTK procedures to date have been performed
only since 1990.  PRK to correct myopia has been performed in at least 35
countries outside the U.S. prior to 1996.

       Some potential medical risks have been identified in connection with
the use of LVC surgery and there may be other risks which will not be known
until the procedure has been more widely used and monitored over an extended
period of time.

      Possible concerns with respect to the safety and efficacy of LVC excimer
laser systems for refractive surgery include predictability and stability of
results and potential complications, such as modest decreases in best
corrected vision and side effects from PRK, PTK, LASIK and LTK. Other possible
effects include postoperative discomfort; corneal haze during healing (an
increase in the light scattering properties of the cornea); glare/halos
(undesirable visual sensations produced by bright lights); decrease in
contrast sensitivity (diminished vision in low light); temporary increases in
intraocular pressure in reaction to post procedure medication; modest
fluctuations in astigmatism and modest decreases in best corrected vision
(i.e., with eyeglasses); unintended over or under corrections; instability,
reversal or regression of effect; corneal scars (blemishing marks left on the
cornea); corneal ulcers (inflammatory lesions resulting in loss of corneal
tissue); and corneal healing disorders (compromised or weakened immune system
or connective tissue disease which causes poor healing).

      Summit has reported that two year follow-up data accumulated by Summit
during its Phase III PRK clinical trials indicate all of the individuals
undergoing PRK experienced an improvement in visual acuity without corrective
eyewear. Prior to PRK, 95% of the eyes in this group were 20/200 or worse. Of
the eyes treated, approximately 91% improved to 20/40 or better, the legal
requirement to obtain a driver's license in most states without corrective
eyewear, while the remaining 9% experienced improved vision without corrective
eyewear, but still required corrective eyewear to achieve 20/40 vision or
better.

      GOVERNMENTAL REGULATION

      The manufacturing, labeling, distribution, marketing and promotion of
medical devices such as excimer lasers to which Vista and its affiliated
companies provide access are subject to extensive and rigorous government
regulation in the United States and in certain other countries.

      Excimer lasers in the United States are required to be the subject of an
approved PMA application. Summit and VISX have received approval of PMA
applications for use of their excimer lasers in PRK and PTK procedures for the
treatment of low to mild myopia.  There can be no assurance that FDA approval
will be received by equipment manufacturers for use of PRK for other
refractive disorders, such as extreme myopia, astigmatism and

                                   -15-
<PAGE>
hyperopia (farsightedness) or that other LVC procedures, such as LASIK, will
ever be approved by the FDA.  Failure to receive such approvals could have the
effect of limiting the market for LVC procedures in the United States.

      Users of medical devices in the United States are subject to continuing
FDA obligations. Medical devices are required to be manufactured in accordance
with regulations setting forth current Good Manufacturing Practices ("GMP"),
which require that devices be manufactured and records be maintained in a
prescribed manner with respect to manufacturing, testing and control
activities.  It is the FDA's view that with respect to excimer lasers, users,
as well as manufacturers, are required to comply with FDA requirements with
respect to labeling and promotion.  The Medical Device Reporting regulation
adopted by the FDA would require that the user provide information to the FDA
whenever there is evidence to reasonably suggest that one of its devices may
have caused or contributed to a death or serious injury, or that there has
occurred a malfunction that would be likely to cause or contribute to a death
or serious injury if the malfunction were to recur.  Users of medical devices
are subject to periodic inspections by the FDA.  Failure to comply with
applicable FDA requirements could subject one or more Regional Joint Ventures
subject to FDA regulation in the United States to enforcement action,
including product seizures, recalls, withdrawal of approvals, and civil and
criminal penalties, any one or more of which could have a material adverse
effect.

      Medical device laws and regulations are also in effect in Europe and
other foreign countries.  These range from comprehensive device approval
requirements to requests for product data or certifications.  The number and
scope of these requirements are increasing.  The failure of Vista's European
operating subsidiaries to comply with applicable foreign medical device laws
and regulations may have a material adverse effect on the Company's business.

      Federal, state and foreign laws and regulations regarding the
manufacture and marketing of medical devices are subject to change.  For
example, the FDA is currently considering significant changes to its GMP and
to other regulations. Vista cannot predict what impact, if any, such changes
might have on its business.

      The operations of Vista's subsidiaries are also subject to extensive
rules and regulations, both in the United States and foreign countries at the
federal, provincial, state and local level, affecting the health care industry
and the delivery of health care.  These include laws and regulations
prohibiting the practice of medicine and optometry by persons not licensed to
practice medicine or optometry, prohibiting the unlawful rebate or unlawful
division of fees and limiting the manner in which prospective patients may be
solicited.

      Current regulatory requirements and restrictions that relate to
corporate entities involved in the ownership and operation of healthcare
facilities include prohibitions against: the corporate practice of medicine
except by an entity owned by healthcare professionals and/or wherein the
professionals exercise control over medical judgments; patient referrals by
healthcare professionals (including ophthalmologists and optometrists) to a
facility owned or compensated by such referring professional (either
generally, or sometimes by defining such payments as "kick backs"); and "fee
splitting" between healthcare professionals and corporate entities.  Other
laws in both the United States and foreign countries specifically regulate the
nature and compensation provisions of employment or management relationships
that healthcare professionals may have with a corporate-owned facility, may
affect the form of business entity to be utilized, may limit payments either
to the entity or to healthcare professionals to the "fair market value" of
their contributions, or affect the manner of marketing the service performed
at the healthcare facility.  Additional regulations in some jurisdictions also
now affect, or in the future may affect, the administration and use of LVC
Services, including requirements for certificates of need and/or other
licensing and registration of medical equipment.

                                   -16-
<PAGE>
      Laws and regulations affecting the manner in which LVC Services may be
marketed, administered or compensated for vary significantly from jurisdiction
to jurisdiction.  In some instances these laws and regulations are ambiguous,
and sometimes regulators fail to provide adequate guidelines. Vista believes
that its operating subsidiaries have adopted strategies that enables each of
them to offer and administer LVC Services in compliance with applicable
regulatory requirements in their areas of operations.  However, federal, state
and foreign regulatory attention may continue to be directed to the practice
of medicine, and any changes in applicable law or regulations, or in
governmental agency and judicial interpretations of such laws and regulations,
could cause one or more of these strategies currently in compliance with
applicable laws to cease to comply.

      The use of excimer lasers and other medical equipment is also subject to
numerous government laws and regulations relating to such matters as safe
working conditions, environmental protection, fire hazard control and disposal
of potentially hazardous substances.

      INSURANCE AND INDEMNIFICATION

      Health insurance providers in the United States generally consider LVC
procedures to be elective surgery and do not provide insurance reimbursement.
In other countries, reimbursement programs vary by country and region, and
reimbursement is not generally available for locations at which Vista's
European subsidiaries currently operate.

      Use of laser systems by health care professionals using laser equipment
and other LVC Services may give rise to claims against Vista or its affiliates
by persons alleging injury.  Vista's subsidiaries generally do not currently
have malpractice liability insurance due to limited capital resources.

      Vista believes that claims alleging defects in laser systems will be
covered by manufacturers' warranties and the manufacturer's product liability
insurance, and that Vista and its affiliates could take advantage of such
insurance by adding such suppliers to potentially adverse lawsuits. There can
be no assurance that laser suppliers will carry product liability insurance or
that any such insurance will be adequate to protect Vista.

      Generally speaking, the policy of Vista's operating subsidiaries and
Regional Joint Ventures are to require that ophthalmologists who perform laser
procedures by use of LVC equipment maintain their own professional liability
insurance.  There can be no assurance that such insurance will be adequate to
cover claims asserted against Vista, in which event Vista's business may be
materially adversely affected.  

      PROPRIETARY RIGHTS

      Vista has no licenses, patents, registered trademarks or registered
copyrights.   Vista's U.S. operations have adopted the service mark" Icon
Vision Laser Centers"(SM) and its European operating subsidiaries conduct
business under the name of "Vista Vision"(SM).

      COMPETITION

      The vision care industry is extremely competitive and includes numerous
companies that are substantially larger than Vista and have greater financial,
marketing and technical resources.  Vista believes principal competitive
factors affecting revenues include market acceptance of LVC procedures by both
patients and vision care professionals, performance, success relative to
alternative refractive correction methods, pricing, regulatory requirements,
quality of equipment and convenience to the patient and physicians, some of
which are factors beyond Vista's control.

                                   -17-
<PAGE>
      Vista competes with other surgical and non-surgical forms of treatments
for refractive disorders, including eyeglasses, contact lenses, manual
refractive surgery (such as RK), corneal transplants and possibly other new
technologies currently under development.  Continued use of eyeglasses and
contact lens are expected to be the most popular methods of treating
refractive vision disorders due to low immediate cost and the avoidance of
surgery.

      The market for access to excimer lasers is highly competitive and the
Company competes in its various geographic markets with other businesses
formed since 1990 offering similar access to LVC equipment and services in
Europe, Canada and the United States.  These competitors are pursuing a
variety of business and marketing strategies, such as marketing directly to
consumers through optical chains or affiliating with hospitals or physician
group practices.  Other companies which currently provide access to laser
equipment include: Beacon Eye Institute Inc.;  Refractive Centers
International, Inc.; Vision International, Inc.; Laser Vision Centers, Inc.;
Global Vision, Inc.; Sight Resources, Inc.; Sterling Vision, Inc.; The Laser
Centre; 20/20 Laser Centers, Inc.; and LCA Vision, Inc.  Additional
competition also exists or may develop from hospital affiliated groups,
physician group practices and private ophthalmologists electing to purchase
refractive laser systems, some of whom are believed to operate equipment for
which royalties are not payable to a laser manufacturer.

      The ability of Vista and its Regional Joint Ventures to compete
successfully may also depend in the future on their ability to adapt to
technological changes and advances in the treatment of refractive vision
disorders. There can be no assurance that, as the market for excimer laser
surgery and other treatments of refractive disorders develops, that equipment
owned and/or leased by Vista and its affiliates will not become obsolete, and
if this occurs, there can be no assurance that Vista will be able to secure
new equipment to allow Vista and its affiliates to compete effectively.

FORMER INVESTMENT OF VISTA IN TECHNICAL CHEMICALS AND PRODUCTS, INC.

      As part of an agreement between Vista and ACE generating additional
financing for Vista in March 1996, Vista received 200,000 restricted shares of
Technical Chemicals and Products, Inc. ("TCPI") common stock from ACE's
predecessor at a value of $2,662,500, or $13.31 per TCPI share.  TCPI's common
stock is publicly-traded in The Nasdaq Stock Market under the trading symbol
TCPI.  At the time this transaction was completed, shares of TCPI acquired by
Vista were restricted as to resale under federal securities laws and were
valued for financial statement purposes at a 25% discount from the public
market price. 

      TCPI filed a registration statement on Form S-3 to register certain
shares of TCPI common stock, including the 200,000 shares owned by Vista.  The
resale of these shares pursuant to such registration was subject to a lock-up
agreement.  Under that lock-up, Vista agreed it would not sell, contract to
sell, grant any option for the sale of, or otherwise directly or indirectly
dispose of Vista's shares of TCPI common stock during the period expiring 180
days following the closing of a public offering of securities by TCPI on May
2, 1996 without the prior consent of the representative of the underwriters of
TCPI's public offering.  Vista sold most of its TCPI Shares in late November
1996 at prices ranging from $7.50 to $8.00 per share.

TRANSACTIONS RELATING TO VISTA-SOUTHWEST AND AFFILIATES

      FINANCING AND OTHER TRANSACTIONS INVOLVING VISTA-SOUTHWEST AND VISTA

      In March, 1996, Vista issued 250,000 shares of its common stock with an
estimated value of approximately $270,500 at the date of issuance as a
subscription to 350,000 shares of Series B convertible preferred stock in
Vista-Southwest.  Effective July 18, 1996, Vista also acquired rights to
100,000 Vista-Southwest Series A preferred shares from Refractive

                                   -18-
<PAGE>
Services-800, Inc., a third party, in exchange for 100,000 shares of Vista's
common stock with an estimated value of approximately $99,000 at the date of
issuance.  A proxy to vote Vista's preferred shares in Vista-Southwest was
granted by Vista to Vista-Southwest's operating management and their
affiliates.  During the period from January 1996 to September 30, 1996, Vista
also advanced loans of $383,634 to Vista-Southwest used to finance a portion
of Vista-Southwest's requirements for operations, acquisition of equipment and
facilities, and a planned public offering of its securities.

      Vista subsequently elected to convert all of its rights to 450,000
shares of Vista-Southwest preferred stock into 450,000 shares of
Vista-Southwest common stock, and Vista-Southwest management and their
affiliates released the right to vote such shares by proxy.

      On October 1, 1996, Vista and Vista-Southwest agreed to extinguish
Vista's account receivable of $383,634 for prior advances to Vista-Southwest
in exchange for the transfer to Vista of 250,000 shares of Vista common stock
then owned by Vista-Southwest.  This transaction increased Vista's net
investment in Vista-Southwest by $145,634.  As of March 31,1997, Vista had
advanced an additional $210,846 to Vista-Southwest as additional investment in
Vista-Southwest common stock.

      As of October 1, 1996, Vista agreed to purchase a $100,000
Vista-Southwest promissory note and 10,000 Vista-Southwest Class B warrants
exercisable at $4.00 per share until March 31, 1999 from Atlantic Central in
exchange for a $100,000 note payable by Vista to Atlantic Central.  The
Company concurrently agreed with Vista-Southwest to surrender the $100,000
Vista-Southwest note for cancellation in exchange for 100,000 shares of
Vista-Southwest common stock effective October 1, 1996.

      As a result of these transactions, Vista owned 550,000 shares of
Vista-Southwest common stock, representing 94% of the Vista-Southwest
outstanding capital stock as of March 31, 1997, before giving effect to shares
Vista may acquire as a result of additional advances by Vista to
Vista-Southwest after October 1, 1996.  Vista advanced $210,846 to
Vista-Southwest during the period from October 1996 through March 31, 1997 and
an additional $120,000 during the period from April 1997 through May 30, 1997.

      Vista-Southwest abandoned a proposed initial public offering in late
1996 and abandoned a proposed private placement offering in May 1997.  As
such, the ability of Vista-Southwest to sustain its operations will be
dependent upon additional advances from Vista and/or its controlling
stockholder, Atlantic Central, until such time as Vista-Southwest achieves
sufficient cash flow from internal operations or additional capital from third
parties to support its working capital requirements, as to which there can be
no assurance.

      OTHER VISTA-SOUTHWEST TRANSACTIONS WITH AFFILIATES

      In addition to investments in Vista-Southwest by Vista, Vista-Southwest
since its inception through March 31, 1997 has sold to management and their
affiliates and to certain physicians associated with Vista-Southwest a total
of 35,000 shares of Vista-Southwest common stock at $1.00 per share ($35,000)
and 315,000 Class A warrants at $0.10 per warrant ($31,500), exercisable at $1
per share expiring on the earlier of May 15, 2000 or upon a merger of sale of
Vista-Southwest's business approved by a majority of its stockholders. 
Vista-Southwest also received $25,000 from the sale of units to an
unaffiliated third party consisting of a $25,000 in principal amount of an 11%
convertible note and 2,500 Vista-Southwest Class B common stock purchase
warrants exercisable at $4 per share expiring on March 31, 1999. 
Vista-Southwest subsequently redeemed the units issued to this unaffiliated
third party for $25,000 plus interest.

      Dr. J. Charles Casebeer, a former director of Vista from February 1996
to September 23, 1997, has served as Chairman of the Board and a director of
Vista-Southwest since its inception in early 1996.  A corporate affiliate of
Dr. Casebeer owns 17,031 shares of Vista-Southwest common stock and Class A

                                   -19-
<PAGE>
warrants to purchase up to 153,279 additional Vista-Southwest common shares at
an exercise price of $1.00 per share expiring on the earlier of May 15, 2000
or upon a merger of sale of Vista-Southwest's business approved by a majority
of its stockholders.

      Vista-Southwest entered into a Consulting Agreement dated as of July
1,1997 with Dr. Casebeer under which he agreed to provide consulting services,
attend and participate in LVC care presentations and seminars with medical
professionals and medical groups, manage training and education seminars, and
render services concerning the establishment of ethical standards and
procedures at care facilities.  Vista paid consulting payments of $5,000 per
month to Dr. Casebeer under this agreement until he resigned as a Vista
director in October 1997.  Dr. Casebeer is also entitled to receive separate
compensation as an officer of Vista-Southwest and from his patients for
performing LVC procedures and rendering other medical services to his
patients.

      Vista-Southwest entered into an Asset Purchase and Lease Assumption
Agreement with a corporate affiliate of Dr. Casebeer dated January 30, 1996
and amended on July 8, 1997 (the "Asset Agreement").  Under the Asset
Agreement, Vista-Southwest agreed to purchase an excimer laser system and
office equipment from Dr. Casebeer's corporate affiliate for a purchase price
of $75,000 in cash, a $96,591 promissory note with annual interest at
8%originally due May 31, 1996, and the assumption of outstanding obligations
under an equipment lease on the laser, including future lease payments not to
exceed $328,409.  Vista  subsequently replaced this laser with newer
technology resulting to a charge to Company's statement of operations in the
amount of $446,636 for the impairment of an idle asset.   As of March 31,1997,
$80,000 of the note payable to Dr. Casebeer's affiliate for $96,591 had been
paid and the remaining unpaid balance has been forgiven.

      Vista-Southwest also assumed real estate obligations for the lease of
its facilities in Scottsdale, Arizona from a corporate affiliate of
Dr.Casebeer as of February 1, 1996.  This lease expires on December 31, 1997
and currently provides for the lease of approximately 3,254 square feet at a
rental of $4,699 per month.  Vista-Southwest permits Casebeer-Hale
International, Inc., an affiliate of Dr. Casebeer, free use of these
facilities in connection with their medical practice.  Dr. Casebeer
compensates Vista-Southwest for use of its LVC equipment and services on
substantially the same basis as are charged by Vista-Southwest to other
physicians.

SUSPENSION OF NORTH AMERICAN EXPANSION PROGRAM AND OTHER RECENT TRANSACTIONS

      Vista developed a business strategy in June 1995 to expand its LVC
Services business in North America by organizing and sponsoring separate
corporations as regional enterprises (the "Regional Joint Ventures") in which
Vista would obtain an equity interest and long-term fee-based consulting
arrangements.  Vista planned to seek affiliations for each of its Regional
Joint Venture subsidiaries with experienced LVC eye care professionals; each
Regional Joint Venture would be expected to seek third-party financing with
Vista's assistance to provide equipment and other LVC support services to
vision care professionals in targeted regional markets operating under the
name "Vista Laser Centers" (subsequently changed to "Icon Vision Laser
Centers").

      To date, Vista-Southwest is the only Regional Joint Venture sponsored by
Vista which is operating an active business and in which Vista owns an equity
interest.  Due to former management's inability to obtain additional financing
from third parties, negotiations to affiliate Vista with physicians and
acquire existing facilities at three locations in Canada, together with
proposed third-party financing activities, have been abandoned and Vista has
disposed of its investment in another enterprise formed to develop the
Northern California market.  Accordingly, there are two Regional Joint Venture
entities owned by Vista which currently have no business operations (Vista
Laser Centers of Michigan, Inc. and Vista Laser Centers of the Northwest,

                                   -20-
<PAGE>
Inc.) and Vista has disposed of all of its interest in two other Regional
Joint Ventures entities then doing business as Vista Laser Centers of the
Northeast and Vista Laser Centers of the Pacific.

      From July 1995 through May 1996, a foreign corporate investor,
Refractive Services 800, Inc., invested $520,000 in seed capital for preferred
shares in five Regional Joint Ventures formed by Vista to finance initial
organizational expenses and costs of negotiating agreements with vision care
physicians and seeking additional financing.  Vista also made equity
investments in these five Regional Joint Ventures by issuing shares of Vista
common stock to such entities in exchange for additional preferred shares of
the Regional Joint Venture.  On July 18, 1996, Vista acquired the equity
interest owned by Refractive Services-800, Inc. in the five Regional Joint
Ventures in exchange for 520,000 shares of Vista common stock.  All of the
preferred shares owned by Vista in each Regional Joint Venture were later
converted by Vista into common stock of the respective Regional Joint Venture. 
Shares of Vista common stock issued to Regional Joint Venture entities other
than Vista Laser Centers of the Northeast subsequently were reacquired by
Vista.

      As to the four Regional Joint Ventures for which Vista has either
abandoned acquisition and related third-party financing negotiations and/or
disposed of its interest, all of Vista's net investments of $1,934,171 in such
enterprises were written off during the fiscal year ended March 31, 1997.
Vista remains contingently responsible as a guarantor of real estate and
equipment financing obligations for two of such entities in the aggregate
amount of approximately $3,035,000 at March 31, 1997 (see Notes 7(d) and 7(e)
of the Notes to Consolidated Financial Statements at March 31, 1997) and Vista
holds $260,800 in note receivables from the Pacific entity.

      Vista's management intends to reactivate a strategic expansion plan if a
debt compromise plan with Vista's creditors is proposed and accepted and if
significant additional capital is obtained; there can be no assurance that
Vista will be successful in accomplishing either of these objectives.  Pending
further developments, Vista has been advised that its controlling stockholder,
Atlantic Central, plans to pursue a strategic plan of negotiating to acquire
or develop Regional Joint Ventures in the United States for laser vision
correction facilities and services.  Vista has been advised that if ACE can
successfully implement a strategy of North American expansion in the field of
laser vision correction, it anticipates that Vista will be provided the right
to acquire such operations at ACE's cost if Vista completes a debt compromise
plan with its creditors and if significant additional capital is obtained.  

Transactions that occurred with respect to four Regional Joint Ventures
abandoned or disposed of by Vista are summarized as follows:

      INVESTMENT IN VISTA LASER CENTERS OF MICHIGAN, INC.

      In November 1995, Vista issued 200,000 shares of its common stock at an
estimated value of $217,600 in exchange for 200,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of Michigan, Inc.
("VLC-Michigan").  Effective July 18, 1996, Vista also acquired 100,000
VLC-Michigan Series A preferred shares from Refractive Services-800, Inc. in
exchange for 100,000 shares of Vista's common stock with an estimated value of
approximately $99,000 at the date of issuance.  Vista subsequently elected to
convert all 300,000 shares of VLC-Michigan preferred stock into 300,000 shares
of VLC-Michigan common stock.

      VLC-Michigan filed documents for a proposed initial public offering in
early 1996 that was abandoned in late 1996 following a determination that VLC-
Michigan securities would not be approved for listing on The Nasdaq SmallCap
Market.  During December 1996, negotiations for VLC-Michigan to acquire an
existing laser vision correction services business based in Windsor, Ontario,
and to enter into related agreements with affiliates of the physician who
owned the Windsor business, were terminated.  VLC-Michigan accordingly

                                   -21-
<PAGE>
refunded stock subscriptions previously received from affiliates of that
physician.  Vista also caused 200,000 shares of Vista's common stock owned by
VLC-Michigan to be exchanged for the redemption of 200,000 shares of
VLC-Michigan common stock then owned by Vista and Vista agreed to assume
responsibility for refunding a $9,500 stock subscription received from Dr.
J.Charles Casebeer, a former director of Vista.  As a result of these
transactions, Vista owns all of the capital stock in VLC-Michigan which is not
currently an operating company.

      During the period from March 1996 through October 1996, there were
various advances made by Vista to VLC-Michigan for its initial public offering
expenses aggregating approximately $84,236 plus approximately $426,600 of
advances to finance equipment deposits and operating expenses of the
businesses that VLC-Michigan proposed to acquire and develop.  In November
1996, $100,000 of such cash advances was repaid to Vista.  Vista has attempted
to obtain an accounting and/or refund of the remaining $410,800 of such
advances and to date has recovered approximately $108,000.   As of March 31,
1997, the remaining $302,800 receivable has been written off.

      INVESTMENT IN VISTA LASER CENTERS OF THE NORTHWEST, INC.

      In May 1996, Vista issued 500,000 shares of its common stock at an
estimated value of $494,500 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of the Northwest, Inc.
("VLC-Northwest").  Effective July 18, 1996, Vista also acquired 100,000
VLC-Northwest Series A preferred shares from Refractive Services-800, Inc. in
exchange for 120,000 shares of Vista's common stock with an estimated value of
approximately $118,800 at the date of issuance.  Vista subsequently elected to
convert all 600,000 shares of VLC-Northwest preferred stock into 600,000
shares of VLC-Northwest common stock.

      During October 1996, VLC-Northwest and a corporate affiliate of Dr.
Donald G. Johnson, then an officer and director of Vista, terminated
negotiations that contemplated the possible future acquisition by
VLC-Northwest of an existing laser vision correction services business from
Dr. Johnson's corporate affiliate.  Dr. Johnson subsequently resigned as
Chairman of the Board and a director of Vista in June 1997.  VLC-Northwest
refunded Dr. Johnson's original cash investment in VLC-Northwest due to the
termination of these negotiations.  Vista caused 500,000 shares of Vista's
common stock owned by VLC-Northwest to be exchanged for the redemption of
500,000 shares of VLC-Northwest common stock then owned by Vista.  As a result
of these transactions, Vista owns all of the capital stock in VLC-Northwest
which is not currently an operating company.

      During the period from August 1996 through November 1996, there were
various advances made by Vista to VLC-Northwest for its initial public
offering expenses aggregating approximately $73,000 plus approximately
$220,000 of advances to finance equipment deposits and operating expenses of
the business that VLC-Northwest proposed to acquire and develop.  In November
1996, Vista received repayment of $189,016 of such prior advances.  During
January 1997, Vista paid $4,936 to an affiliate of Dr. Johnson in
reimbursement of funds advanced for the account of VLC-Northwest. 

      As of March 31, 1997, all of the remaining $73,000 in advances and
$96,000 of Vista's equity investment in VLC-Northwest had been written off.

      INVESTMENT IN VISTA LASER CENTERS OF THE PACIFIC, INC.

      In May 1996, Vista issued 500,000 shares of its common stock at an
estimated value of $487,850 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers of the Pacific, Inc.
("VLC-Pacific").  Effective July 18, 1996, Vista also acquired 100,000
VLC-Pacific Series A preferred shares from Refractive Services-800, Inc. in
exchange for 100,000 shares of Vista's common stock with an estimated value of
approximately $99,000 at the date of issuance.  Vista subsequently elected to
convert all its 600,000 shares of VLC-Pacific preferred stock into 600,000
shares of VLC-Pacific common stock.

                                   -22-
<PAGE>
      To accommodate the request of VLC-Pacific in its efforts for a proposed
public offering of its securities, during December 1996 Vista and VLC-Pacific
mutually agreed: (i) to terminate a consulting services agreement between
Vista and VLC-Pacific; (ii) Vista accepted 500,000 shares of its common stock
owned by VLC-Pacific in exchange for the cancellation of 500,000 shares of
VLC-Pacific common stock then owned by Vista; and (iii) Vista agreed to accept
a 9% promissory note issued by VLC-Pacific in the principal amount of $100,000
for the repurchase of the remaining 100,000 shares of VLC-Pacific common stock
then owned by Vista.  VLC-Pacific also issued a 9% promissory note in the
principal amount of $160,838 to evidence its obligations for repayment of
advances in that amount by the Company to VLC-Pacific.  Each of the
VLC-Pacific promissory notes are due on the earlier of December 31, 1998 or
ten days after successful completion of an initial public offering by
VLC-Pacific.

      As a result of these transactions, Vista had disposed of all of its
equity interest in VLC-Pacific capital stock as of December 31, 1996.  The
notes receivable from VLC-Pacific are recorded on Vista's consolidated balance
sheet at an estimated realizable value of $260,838 as of March 31,1997 and its
remaining investment of $171,442 in VLC-Pacific has been written off.

      INVESTMENT IN VISTA LASER CENTERS OF THE NORTHEAST

      In May 1996, Vista issued 450,000 shares of its common stock at an
estimated value of $445,500 in exchange for 500,000 shares of 5% Series B
convertible preferred stock in Vista Laser Centers Metro Inc., subsequently
doing business as Vista Laser Centers of the Northeast ("VLC-Northeast").
Effective July 18, 1996, Vista also acquired 100,000 VLC-Northeast Series A
preferred shares from Refractive Services-800, Inc. in exchange for 100,000
shares of Vista's common stock with an estimated value of approximately
$99,000 at the date of issuance.

      In January 1997, Vista, ACE's predecessor, VLC-Northeast and certain
members of VLC-Northeast operating management and their affiliates entered
into a settlement agreement to terminate all relationships between the
parties.  Vista sold all of its equity investment in VLC- Northeast for the
sum of $1.00 and agreed to assign to a non-related entity for the sum of $1.00
all prior advances and loans by Vista to VLC-Northeast in the aggregate amount
of $511,460.  Vista further agreed: (i) to pay $50,000 as a settlement of
prior obligations to VLC-Northeast; (ii) to pay VLC-Northeast an amount equal
to $75,000 plus $6,271 in interest accrued on certain promissory notes
previously issued by VLC-Northeast to ACE's predecessor (and secured by a
pledge of certain shares of Company common stock owned by VLC-Northeast),
against the receipt from Atlantic Central of releases in favor of Vista and of
all collateral security claims to shares of Vista's common stock owned by
VLC-Northeast; (iii) to advance $50,000 to an escrow fund for use by VLC-
Northeast under prescribed conditions for expenses relating to its future
capital-raising expenses, which advances were to be repaid to Vista in the
event VLC-Northeast completed additional debt or equity financings in the
aggregate amount of at least $500,000; and (iv) to pay $275,000 (of which
$200,000 was to be deposited into an escrow account) from proceeds of a
financing of at least $2 million by Vista.

     VLC-Northeast agreed to release its license to use Vista's service marks,
to change the name of VLC-Northeast and signage to eliminate use of the
"Vista" name by VLC-Northeast (subject to a non-assignable license to VLC-
Northeast for use of certain promotional and marketing materials of the
Company within the greater Toronto, Ontario area so long as such materials do
not use the word "Vista" or Vista's associated logo), and to return for
cancellation 450,000 shares of Vista's common stock currently owned by
VLC-Northeast at the time all escrow funds were deposited by Vista.  Of the
$200,000 in funds to be deposited into an escrow account, $50,000 was to be
released to VLC-Northeast upon completion of actions necessary for termination
of its use of the name "Vista" and Vista's service marks by July 1, 1997, and

                                   -23-
<PAGE>
the remaining $150,000 was to be released to VLC-Northeast at the rate of
$25,000 per month, except that any undisbursed escrow funds were to be
refunded to Vista in the event VLC-Northeast completed additional debt or
equity financings in the aggregate amount of at least $500,000.

      Vista paid $150,000 under the settlement and will be obligated to
deposit an additional $275,000 from proceeds of any private placement offering
of at least $2 million by Vista.  Vista has also agreed to remain obligated as
a guarantor of certain equipment lease and premises lease obligations of
VLC-Northeast aggregating approximately $1,605,000 as of March 31, 1997,
subject to the agreement of VLC-Northeast to use its best efforts to obtain a
release of such guarantees in the event of a change in control of
VLC-Northeast or should Vista successfully complete a private placement
offering of at least $2 million, failing which VLC-Northeast will agree to
indemnify Vista for any liabilities incurred as a result of the guarantees.

      As a result of these transactions, Vista did not own an equity interest
in VLC-Northeast capital stock and has written off its investments in
VLC-Northeast as of March 31, 1997.

      The obligation of VLC-Northeast to return 450,000 shares of the
Company's common stock for cancellation was contingent upon Vista's payment of
$275,000 from proceeds of a private placement offering of at least $2 million
by Vista.  Negotiations by Vista to obtain private placement financing pending
at the time of its settlement agreement with VLC-Northeast were subsequently
abandoned, and VLC-Northeast has claimed that it has no obligation to return
the 450,000 shares to Vista. 

EMPLOYEES

      ACE's corporate offices, as of February 28, 1998, employ the services of
seven employees and consultants who are involved in business development,
management, administration and accounting functions of the company.  ACE's
operating subsidiary, AMO, employs seven people in Palm Harbor, Florida all
who are engaged in sales, management and administration of the company.  ICON
employs one individual for administration purposes and two people in Windsor
for the management of a retail optical store.

      Vista's corporate operations as of September 30, 1997 employ the
services of four employees and consultants, all of whom serve on a part-time
basis and are involved in management, administrative or accounting functions. 
Vista's operating subsidiaries employ ten persons in Italy, 11 persons in
Sweden and five persons in the United States, all of whom are engaged in
management or administrative activities.  Management believes that the
Company's relationship with its employees is satisfactory.  Vista plans to
engage the services of a new President in the future, but has not yet
identified an acceptable candidate for that position.  



                                   -24-
<PAGE>
ITEM 2.     DESCRIPTION OF PROPERTY

      The Company and its subsidiaries do not own any real property.  The
following table summarizes information as to facilities utilized by Vista and
its operating subsidiaries.

<TABLE>
<CAPTION>
                                                     Size and Lease 
Location                           Use               Expiration Date     
--------------------------         -------------    -------------------------
<S>                                <C>               <C>
UNITED STATES FACILITIES:
Vista Technologies Inc.
  Scottsdale, Arizona              Corporate         3,254 square feet;
                                   office            expires December 31, 1997
                                   and LVC Center

EUROPEAN FACILITIES:

Vista Vision SpA:

  Milan, Italy ................    LVC center        430 square feet;
                                                     expires January 2000 (renewed every 3 years
                                                     unless notice given six months in advance)

  Rome, Italy .................    LVC center        1,600 square feet;
                                                     expires November 2000

  Palermo, Italy ..............    LVC center        shared use of facilities under operating
                                                     agreement on month-to-month basis

Vista Vision Scandinavia AB:

  Stockholm, Sweden ...........    LVC center        shared use of facilities under operating
                                                     agreement on month-to-month basis

  Malmo, Sweden ...............    LVC center        shared use of facilities under operating
                                                     agreement with Gustav Adolf Clinic expiring
                                                     on May 15, 1998 renewed every 3 years
                                                     unless notice given 12 months in advance)
</TABLE>

       ACE has a monthly rental of $2,000 for office space and facilities in
Toronto, Canada at which two of ACE's and one of Vista's executive officers
are located.  VISTA's principal office in Scottsdale, Arizona is leased by its
operating subsidiary at a monthly rental of $4,699 for a term expiring on
December 31, 1997.

       The Company and Vista believes that its facilities are in good
operating condition and repair and are adequate for their existing
requirements.  See Note 12 of the Notes to Consolidated Financial Statements
elsewhere herein for additional information concerning lease obligations of
the Company and Vista.


ITEM 3.     LEGAL PROCEEDINGS

VISTA LITIGATION WITH FORMER EXECUTIVE OFFICERS

      In June 1997, Vista was named as the defendant in a civil action
entitled Thomas A. Schultz and Allen J. Simon vs. Vista Technologies Inc.,
filed in the Superior Court of the State of California, Santa Clara County,
case number CV766644.  The complaint alleges that Vista breached written
employment agreements with each of the two plaintiffs, both of whom were
terminated as employees of Vista on March 6, 1997, and seeks damages of
$231,073 plus interest and costs for Thomas A. Schultz, damages of  $241,902
plus interest and costs for Allen J. Simon, and restoration of stock options
previously issued to the plaintiffs under the terms of their employment
agreements.

      Vista's written employment agreement with Thomas A. Schultz was dated
January 31, 1996 and subsequently amended.  Mr. Schultz was elected President

                                   -25-
<PAGE>
and Chief Executive Officer of Vista on February 16, 1996.  His employment
agreement provided he would be entitled to severance benefits if his
employment was involuntarily terminated, other than for cause, death or
disability, equal to (i) a lump-sum payment equal to his annual base salary of
$175,000, (ii) continuation of insurance benefits for life, health, dental and
long-term disability for a period of 12 months after employment termination,
and (iii) continued vesting of his outstanding stock options for a period of
12 months after employment termination.  Vista's written employment agreement
dated November 1, 1996 with Allen J. Simon, who was elected Vista's Executive
Vice President and Chief Operating Officer on November 11, 1996, provided he
would be entitled to severance benefits if his employment was involuntarily or
constructively terminated, other than for cause, death or disability, equal to
(i) a lump-sum payment equal to his annual base salary of $175,000, and (ii)
continuation of insurance benefits for life, health, dental and long-term
disability for a period of 12 months after employment termination.

      Vista intends to vigorously contest claims of the plaintiffs for damages
based upon Vista's claim that their employment was terminated for cause. 
However, these proceedings are at a preliminary stage and no discovery has
taken place.  Special counsel engaged to represent Vista accordingly has
advised it cannot render an opinion as to whether the likelihood of an adverse
determination would be remote, reasonably possible or probable, until
discovery proceedings have been conducted.  Vista has established a reserve
for these legal proceedings, but an adverse determination in these proceedings
would have a material adverse effect on the current financial condition of
Vista.

LEGAL PROCEEDINGS AS TO VISTA-ITALY

      In view of an adverse judgment entered in December 1993 in the Circuit
Court of St. Louis County, Missouri against Vista-Italy in favor of
LaserVision Centers, Inc. ("LVCI"), Vista has recorded an accrued liability of
$175,000 on its consolidated balance sheet for damages awarded against
Vista-Italy by the judgment.  Attempts by Vista-Italy from 1994 through
November 1996 to vacate the judgment and appeal the decision in Missouri state
courts were unsuccessful.

      In March 1997, LVCI instituted legal proceeding in Italy to enforce
collection of the judgment entered by the Missouri court.  Vista-Italy intends
to contest these proceedings on the basis that the Missouri default judgment
is not entitled to enforcement in Italy and Vista-Italy is exploring the
possibility of asserting counterclaims.  These proceedings in Italy are in the
preliminary stages, and special counsel engaged to represent Vista-Italy has
advised it cannot yet render an opinion as to whether the likelihood of an
adverse determination would be remote, reasonably possible or probable.  As
noted above, Vista has established a reserve for these legal proceedings and
an adverse determination in these proceedings would not have a material
adverse effect on the financial condition of Vista-Italy.

FRAUDULENT SHARE ISSUANCES AND LEGAL PROCEEDINGS AGAINST FORMER COUNSEL 

      On December 12, 1997, management of the Company discovered that one of
its former U.S. counsel fraudulently caused 960,000 newly issued and freely-
tradeable shares of the Company's common stock to be issued to his affiliate
or to his brokerage account in Canada during the period from March 25, 1997
through July 31, 1997 without the prior authorization or knowledge of the
Company's board of directors and management.  The Company's current legal
counsel believes that it is probable the Company will incur a loss contingency
for the 960,000 shares of its common stock fraudulently issued without
consideration at the sole instructions of former counsel.  The Company has
assigned a value of $400,000 for the 960,000 shares fraudulently issued and
will charge operations with the value calculated using the market value on the
day the shares were issued.

      The Company has instituted civil legal proceedings seeking a judgement
for compensatory damages in the amount of approximately $750,000 in legal fees

                                   -26-
<PAGE>
and costs paid by the Company to its former counsel during the period from
1993 to 1997 while he fraudulently represented himself to be a licensed
attorney, damages for the 960,000 fraudulently issued shares of the Company's
common stock, and other compensatory, punitive and exemplary damages.    The
Company also intends to seek the return and cancellation of the 960,000 shares
or other restitution equivalent to the estimated fair value of the 960,000
shares.
      
      Based upon extensive investigation of documents and other information
provided to current counsel with respect to these proceedings, it is the
Company's counsel's opinion that the Company has meritorious causes again its
former counsel and that it is probable the Company ultimately will be
successful in obtaining final judgments in the Company's favor against former
counsel for an amount in excess of $1,250,000.  The ability of the Company to
realize on any such judgements, if successfully obtained, will be dependent
upon the Company's ability to locate and levy upon assets of the former
counsel.  At hearings held in December 1997 and January 1998, orders of
preliminary injunction were issued by a U.S. Federal district court and a
court in British Columbia restraining the transfer of assets from accounts
with any financial institutions maintained by its former counsel and certain
corporate entities controlled by him.  Pursuant to those orders, approximately
$220,000 of cash and securities in accounts maintained by the former counsel
have been frozen and have subsequently been delivered to the Company for
liquidation. 

      The Company also is investigating potential claims against other third
parties than may have aided and abetted its former counsel with respect to one
or more of the causes of action asserted by the Company in the pending
litigation proceedings.  In addition to the former counsel and two entities
believed to be under his control, the Company's transfer agent has been named
and served as a defendant in the pending litigation proceedings.  A motion to
dismiss the proceedings against the transfer agent was denied by the federal
district court in this case, and the transfer agent has filed an answer
denying liability.  Based upon information obtained to date, it is Company's
counsel's opinion it is probable the Company has a meritorious cause of action
against the transfer agent.

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

      Inapplicable.


                                   -27-
<PAGE>
                                  PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Pharma Patch's ADRs were traded on The Nasdaq Small Cap Market
["NASDAQ"] and on the Boston Stock Exchange ("BSE") through August 16, 1995
under Pharma Patch's symbol of "SKINY".  Effective August 17, 1995 the ADR's
were de-listed from NASDAQ and the BSE and were thereafter quoted on the NASD
Electronic Bulletin Board.  The ADRs of Pharma Patch were converted in the
reorganization with ACE at an exchange ratio of one share of Atlantic Central
Enterprises Limited common stock for every 10 shares of Pharma Patch.  ACE's
common shares began trading on the NASD Electronic Bulletin Board on January
30, 1997 and are quoted under the trading symbol "ALCN".  Set forth below is
the closing bid prices for the common shares of the Company (after giving
effect to the reorganization exchange) for the periods indicated.

<TABLE>
<CAPTION>
                                            Closing Bid Prices (US$) 
                                            -----------------------
    Period                                    High Bid     Low Bid  
    -----------------------                  ----------   ---------
    <S>                                      <C>          <C>
    1996:
       Quarter ended May 31, 1996......        $ 10.00      $ 2.50
       Quarter ended August 31, 1996...        $  5.00      $ 1.25
       Quarter ended November 30, 1996.        $  3.125     $ 1.875
    1997: 
       Quarter ended February 28, 1997.        $  1.04      $ 0.9375

</TABLE>

      As of April 2, 1998, the last reported sale of ACE's common stock as
reported in the over-the-counter market was $0.43 per share and the closing
bid and asked prices were $0.43 bid and $0.81 asked.  There were approximately
233 holders of record of ACE's Common Stock as of December 29, 1997. 
Additional beneficial owners of the Common Stock hold shares in street name or
other nominee accounts.  

     No cash dividends have been declared or paid by ACE since its inception.
ACE intends to employ all available funds for development of its business and,
accordingly, does not intend to pay cash dividends in the foreseeable future. 
There are no contractual provisions that would prohibit ACE from payment of
dividends on its common stock.

                                   -28-
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      The following discussion should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing elsewhere in
this Report.

      CERTAIN INFORMATION IN THIS REPORT INCLUDES FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS THAT INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO, THE ABILITY OF THE
COMPANY TO CONTINUE AS A GOING CONCERN AND TO OBTAIN ADDITIONAL CAPITAL, AS TO
WHICH THERE IS NO ASSURANCE, MARKET ACCEPTANCE OF NEW TECHNOLOGIES, ECONOMIC,
COMPETITIVE, GOVERNMENTAL AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S
OPERATIONS, MARKETS, SERVICES AND PRICES, AND OTHER FACTORS DESCRIBED IN THIS
REPORT AND IN PRIOR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.  THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SUGGESTED OR
IMPLIED BY ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF SUCH RISKS.

INTRODUCTION, GOING CONCERN AND PLAN OF OPERATION     

      ACE is a holding company with interests in the laser vision correction
(LVC) centers business through its wholly owned subsidiary, ICON Vision
Centers, Inc. (Ontario, Canada), and through a majority ownership position in
Vista Technologies, Inc. (Nevada).  ACE also has interests in the LVC
distribution business through Windsor LASIK Products Corp. and in the
outsourcing of collision work for insurance companies through First American
AMO.

      ACE's business plan is to expand its interests in the ownership and
operation of laser vision correction facilities and services, and to acquire
equity interests in, and arrange financing for, new business ventures. 
Pursuant to this strategy: (1) in May 1997, ACE formed First American AMO,
based in Florida, to provide insurance companies with access to a network of
third-party preferred providers for automobile repairs and emergency road
service; and (2) in August 1997, ACE organized ICON Vision Centers, Inc. 
("ICON") in Ontario, Canada to negotiate the acquisition of interests in
additional laser vision correction facilities.  ICON Vision Centers, Inc. is
currently developing a business plan which, if implemented, would cause ICON
Vision Centers to develop opportunities in North America and/or Europe through
acquisitions or start-up development.

     As of February 28, 1997 ACE has an accumulated deficit of $18,692,005,
total assets of $8,118,894 and total shareholders' equity of $306,293.  ACE's
majority owned subsidiary , Vista has an accumulated deficit of $22,142,284,
total assets of $4,330,537, total shareholders deficiency of $2,094,820 and
received a Going Concern opinion from its auditors for the twelve months ended
March 31, 1997 (see Vista's March 31, 1997 10K for additional information). 
ACE, including Vista, has not yet achieved profitable operations and there is
no assurance that profitable operations, if achieved, could be sustained on a
continuing basis.  Further, the Company's future operations are dependent on
the success of the commercialization efforts and market acceptability of the
ACE business plan and other potential business ventures of the Company,
together with the value derived from TCPI investment securities. 

      The Company has experienced significant net losses, a loss from
continuing operations of approximately $10,316,000, has a working capital
deficit of approximately $874,000 and utilized approximately $4,173,000 in
cash for operating activities for the year ended February 28,1997.  In
addition, the Company has serious liquidity problems primarily due to
unsuccessful attempts by Vista to raise money, both at the parent level and
the subsidiary level and significant costs associated with Vista's failed
attempts to penetrate the North American vision correction market resulting in
losses from operations.

                                   -29-
<PAGE>
      AS A RESULT OF THE ABOVE FACTORS, THE REPORT OF MOORE STEPHENS, P.C. ON
THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED FEBRUARY 28,
1997 CONTAINS A PARAGRAPH EXPRESSING SUBSTANTIAL DOUBT CONCERNING THE ABILITY
OF THE COMPANY TO CONTINUE AS A GOING CONCERN.   Management's plans to address
these matters are as follows:  The Company and its subsidiaries are developing
business plans which when implemented would develop opportunities in the laser
vision correction and automotive maintenance markets in North America and/or
Europe.  Vista's management is developing a business plan which takes
advantage of new trends in the laser vision correction business in both North
America and Europe.  Vista plans to concentrate on its four successful centers
in Italy and Sweden in the 1997-1998 fiscal year and focus on the reduction of
expenses at the head office level.  The Company also plans to sell a portion
of its marketable securities, obtain additional debt financing and focus on
revenue growth of its existing operations.

      The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon the success
of these plans.  There can be no assurance of the success of these plans.

     Prior to fiscal 1997 the Company was mainly involved in the research and
development of transdermal drug delivery systems and skin permeation
technology.  The Company developed and patented proprietary technology and
secured licensing and product feasibility agreements through research in this
area.

     On November 15, 1995, Pharma Patch sold substantially all of the
operating assets of the Company to Technical Chemicals and Products, Inc.
(TCPI) for a gain of approximately $16.4 million.
     
     On March 21, 1996, the Company completed the acquisition of 61.3% of the
voting interest of Vista Technologies Inc.

     ACE's current operational expenses are being funded by the sale of a
portion of the TCPI stock acquired in the November 15, 1995 transaction. 
Although ACE is primarily involved with LVC facilities and services, through
its subsidiary Vista, management of ACE is also actively involved in
investigating and negotiating other business opportunities to increase
shareholder value.
     
     Vista commenced business operations in February 1994.  Vista acquired
controlling equity interests in European subsidiaries during 1994,made
substantial investments in Medical Development Resources, Inc. ('MDRI")and its
subsidiaries in 1994 and 1995, developed a strategic plan in mid-1995 to
sponsor and invest in Regional Joint Ventures to conduct additional businesses
engaged in providing access to laser vision correction ("LVC") equipment and
related services ("LVC Services") in regional markets of North America, and
Vista acquired a controlling interest during 1996 in Vista Laser Centers of
the Southwest, Inc. ("Vista-Southwest"), an operating company based in
Arizona.

      Since commencing operations, Vista has financed its business operations,
acquisition and expansion activities primarily from the issuance or sale of
equity securities, debt financing and loans from its controlling stockholder,
ACE.  From February 1994 through March 31, 1996, the Company had received
approximately $7,437,500 from the sale of common stock and warrants,
approximately $278,000 from the sale of convertible debt instruments, and had
issued additional common stock and warrants in connection with the acquisition
of other assets and investments.  During the fiscal year ended March 31, 1997,
Vista received an additional $1,050,100 from the sale of common stock and
exercise of stock options and warrants, approximately $1,523,000 as loans from
ACE and its corporate predecessor (of which $800,000 has been repaid),
$300,000 from the sale of secured debt, and issued additional shares of common
stock and warrants in connection with the acquisition of other assets and
investments.

                                   -30-
<PAGE>
      Vista made significant investments in MDRI and its subsidiaries from May
1994 through March 1995 and in certain Regional Joint Ventures during 1995 and
1996 for which business acquisition and related third-party financing
negotiations have been abandoned.  Vista's investment in cash, securities
issued and loans advanced for its investment in MDRI of approximately
$5,643,000 was written-off at March 31, 1995 and additional investments in
cash, securities issued and loans advanced to Regional Joint Ventures of
approximately $1,934,000 were written-off primarily during the fiscal year
ended March 31, 1997.

      At March 31, 1997, Vista had an accumulated deficit of $22,142,000
incurred largely as a result of write-offs during fiscal 1995 through fiscal
1997 and losses from operations since 1994.  Vista's net losses for the fiscal
year ended March 31, 1997 was $6,999,000.  At March 31, 1997, Vista had a
negative working capital of $3,119,000 and a stockholders' deficiency of
$2,095,000.  Vista has serious liquidity problems primarily due to
unsuccessful attempts to raise additional capital and significant costs
associated with failed attempts to penetrate North American laser vision
correction markets.

      As a result of the above factors, the report of Moore Stephens, P.C. on
the financial statements of Vista for the fiscal year ended March 31, 1997
contains a paragraph expressing substantial doubt concerning the ability of
Vista to continue as a going concern.

      Management's plans to address these matters are as follows:  The Company
and its subsidiaries are developing business plans which when implemented
would develop opportunities in the laser vision correction and automotive
maintenance markets in North America and/or Europe.  Vista's management is
developing a business plan which takes advantage of new trends in the laser
vision correction business in both North America and Europe.  Vista plans to
concentrate on its four successful centers in Italy and Sweden in the 1997-
1998 fiscal year and focus on the reduction of expenses at the head office
level.  The Company also plans to sell a portion of its marketable securities,
obtain additional debt financing and focus on revenue growth of its existing
operations.  The accompanying financial statements do not reflect any
adjustments to the carrying value or classifications of assets or liabilities
which might become necessary if Vista is unable to continue as a going
concern.  The continuation of Vista as a going concern is dependent upon the
success of these plans.  There can be no assurance that Vista will be
successful in implementing these plans.

      Management is currently developing a business plan which will be
evaluated and implemented subject to an analysis intended to take advantage of
new trends in the laser vision correction market in both North America and
Europe.  Because of Vista's limited ability to raise capital in this new
industry due to its historical results and the unprofitable nature of the
industry itself, Vista plans to take a conservative approach and hopes to
build mainly on its successful European base of centers in Italy and Sweden. 
Efforts by Vista's former management in late 1996 to obtain additional equity
capital were non-productive, no negotiations are currently in process to
obtain additional capital and Vista has been dependent in recent periods upon
advances from its controlling stockholder, ACE, for funds to maintain
operations.  Outstanding advances due to ACE are classified as short-term
obligations, totalled $723,000 as of March 31, 1997, and have subsequently
increased to approximately $1,100,000 as of November 6, 1997.  There can be no
assurance that ACE will continue to provide advances to the Company or that
Vista will be successful in obtaining capital from other sources.

      Vista's business activities are subject to both predictable and
unforeseen risks incident to the creation of new businesses with a limited
history of operations.  Prospective investors should consider Vista's current
financial condition, its history of losses from operations, the frequency with
which newly developed businesses encounter unforeseen expenses, difficulties,
complications and delays, and other factors such as the competitive industry
in which Vista operates.

                                   -31-
<PAGE>
RESULTS OF OPERATIONS:

FISCAL YEAR ENDED FEBRUARY 28, 1997 COMPARED TO YEAR ENDED FEBRUARY 29, 1996

      The consolidated financial statements include the accounts of ACE and
its wholly and majority owned subsidiaries in Canada and in the United States.
All significant intercompany balances and transactions have been eliminated in
consolidation. The Company has consolidated its results for the year ended
February 28, 1997 with the results of operations of Vista for the year ended
March 31, 1997 in accordance with U.S. GAAP.  Results of operations vary
significantly between February 29, 1996 and February 28, 1997 because Vista's
operations were not consolidated with Ace's at February 29, 1996 as the
controlling interest in Vista was not acquired until March 21, 1996.

      REVENUES:   During the fiscal year ended February 28, 1997 (the "1997
Year"), consolidated revenues from operations were $3,486,000, compared to 
$0 in consolidated revenues for the fiscal year ended February 28, 1996 (the
"1996 Year"). Consolidated revenues in the 1997 Year principally included
$1,486,000 attributable to the operations of Vista-Italy, $1,712,000 from the
operations of Vista-Sweden, and $259,000 in revenues at Vista-Southwest
acquired during the 1997 Year. This increase in revenue is a result of ACE
acquiring the controlling interest in Vista in March of 1996.  Consolidated
revenues from the 1996 year are included in Loss from Discontinued Operations
and primarily related to feasibility studies conducted by ACE on behalf of
third parties.  ACE does not have similar income in the 1997 year. 

     For the 1996 Year, Vista's consolidated operating results included the
period from January 1995 through December 1995 for its European subsidiaries
to eliminate a three month delay in obtaining European financial statements. 
A decision was made by Vista's management in 1996 to bring the operating
reporting periods for its European subsidiaries current with the parent
corporation.  This resulted in a change in reporting periods for European
subsidiaries included in the consolidated financial statements so that their
twelve month period from April 1996 through March 1997, included in the 1997
Year, is being compared to European operations for the twelve month period
from January through December 1995 included in Vista's consolidated results
for the 1996 Year.  The extra quarter's net results of European operations
from January through March 1996 is accounted for in ACE's consolidated
financial statements at February 28, 1997 as an adjustment to equity.

      OPERATING EXPENSES:   Costs and expenses of operations for the 1997 Year
were $13,801,000, an increase of $12,000,100 compared to costs and expenses of
operations of $1,801,000 in the 1996 Year.  Costs and expenses in the 1997
Year consisted of $8,664,000 in general and administrative expenses, a 382%
increase compared to the 1996 Year of $1,799,000, $4,280,000 in  Goodwill
associated with the acquisition of Vista was written off, $777,000 in
depreciation and amortization compared to the 1996 year of $0, and 276,000 in
interest expense compared to the 1996 year of $0.  Both Depreciation and
interest expense were included in Loss from discontinued operations for 1996. 
General and administrative expenses for the 1997 Year included $3,308,000 for
Vista Corporate Office, $2,058,000 for Ace Corporate Office, $1,300,000 for
Vista-Italy, $1,445,000 for Vista-Sweden, and $553,000 for Vista-Southwest
acquired during the 1997 Year. General and administrative expenses at the ACE
parent Company level included audit, legal, and consulting expenses of
$945,000, printing fees of $673,000 and office costs and salaries of $166,000. 
General and administrative expenses at the Vista Head Office level included
the write-off by Vista of $1,934,000 in investments and advances to Regional
Joint Ventures, marketing, audit, legal and consulting expenses of $1,200,000,
salary expenses of $669,000 and travel expenses of $371,000 incurred primarily
as a result of activities relating to negotiations for development of Regional
Joint Ventures.   

                                   -32-
<PAGE>
      Vista's European subsidiaries realized nominal income from operations
during the year. Cash flow from operations in the 1997 Year were approximately
cash neutral at both Vista-Italy and Vista-Sweden and negative at
Vista-Southwest.  Profitable operations from operating subsidiaries in the
future will be dependent upon increasing revenues, as to which there can be no
assurance. 

      Since March 1997, corporate expenses for salaries, marketing, travel and
legal expenses at the Vista Corporate Office level have been reduced to
approximately $60,000 per month for the quarter ended June 30, 1997, primarily
due to a reduction in staff, termination of negotiations relating to the
proposed acquisition of other LVC entities and abandonment of unsuccessful
private placement financing activities sought by prior management. 

       OTHER NON-OPERATING EXPENSE AND INCOME:  Other non-operating expense
and income totaled a net expense of $2,323,000 for the 1997 Year compared to a
net other income of $72,000 for the 1996 year.  The primary portions of the
1997 net expense included a realized loss of $2,096,000 on the sale of
securities, most of which was attributable to a decline in market price for
ACE's investment in TCPI common stock.  In addition, 1997 included total
operating interest expense of $304,000 in 1997 while $338,000 in interest
expense was included in Loss from discontinued operations for the 1996 year.

     DISCONTINUED OPERATIONS:  ACE has no income or expenses from discontinued
operations in the 1997 year compared to a net gain on discontinued operations
of $13,819,000 In 1996.  The 1996 gain was a result of the November 1995 TCPI
transaction.  The operations of the Company's Subsidiaries involved in the
transaction are being classified as discontinued operations in accordance with
US GAAP.

     NET LOSS:  Net loss for the 1997 Year was $12,546,000, equal to a net
loss of $7.54 per common share, compared to a net income in the 1996 Year of
$12,091,000, or $15.05 per common share.  The primary portion of such a
decrease is due to the Gain on sale of business segment in the 1996 year and
Ace's new investment in Vista for the 1997 year.

INCOME TAXES
 
      Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
(b) operating loss and tax credit carryforwards.  ACE had research and
development expenses not claimed for income tax purposes of approximately
$2,870,000, available to reduce taxable income of ACE in future years. Due to
the significant uncertainty relating to the Company's ability to utilize these
expenses to offset taxable income, valuation allowances are recognized to
offset all of the deferred tax assets relating to these expenses. These
unclaimed research and development expenses may be carried forward
indefinitely for income tax purposes.  

      Vista has net operating losses carryforwards totaling approximately
$8,200,000, which expire between the years 2007 and 2012.  As of February 28,
1997, ACE may not have available the Vista NOL's to offset against future ACE
taxable income, however, Vista's NOL are available against future Vista
income. Vista's use of these carryforwards may be limited by Section 382 of
the Internal Revenue Code. 

      ACE is not required to file a US consolidated income tax return. 
Accordingly, the net operating loss carryforwards of Pharma Patch may not be
available to reduced future taxable income as a result of the Company's
reorganization in January of 1997. 


                                   -33-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

      ACE principal capital requirements include cash requirements for Ace's
management and administration and to support the activities of Vista Phoenix
location.  Subject to the availability of additional capital, as to which
there can be no assurance, Vista may also incur additional expenditures in the
future for marketing activities and to expand operations by acquiring or
developing additional LVC centers and for additional excimer laser equipment.

     Consolidated cash increased by 1,138,000 to $1,807,000 at February 28,
1997 compared to $669,000 at February 29, 1996.  This increase in consolidated
cash of $1,138,000 from February 29, 1996 to February 28, 1997 represents the
net proceeds from shares issued for cash, the proceeds of debt of $905,000,
and net proceeds from the sale of TCPI Stock totaling $5,511,000.  These
sources of cash were offset by cash requirements of operations of $4,173,000,
the purchase of fixed assets for $727,000, advances to investee companies of
$802,000, the issuance of notes receivable of $411,000 and the repayment of
$339,000 of capital lease obligations.

      Between March 1, 1997 and December 31, 1997, ACE sold 175,000 TCPI
shares for net proceeds of approximately $1,676,000.  This resulted in a net
loss of approximately $1,000,000.  The proceeds were utilized for operations
and to purchase additional investments through December 31, 1997.  As of
February 28, 1998, ACE had 43,850 shares of TCPI.
 
     Vista's European operating subsidiaries have achieved at least neutral
cash flow levels of operations for the last two fiscal years.  Vista plans to
satisfy its cash needs over the next 12 months by decreasing Vista's expenses
and cash requirements, proposing a debt compromise plan with Vista's
creditors, continuing in the interim to defer payments to Vista's creditors or
possibly converting debt to equity, increasing its revenues at its existing
vision correction centers, selling assets, raising additional capital and/or
incurring additional borrowings.  Consolidated revenues for the three month
period ended June 30, 1997 of approximately $1,230,000 (unaudited) reflect an
increase of 56% over the prior year equivalent period. This revenue increase
was attributable to acquisition of Vista's operating subsidiary in Scottsdale,
Arizona ($303,000) and volume increases in Europe ($141,000).  For the three
months ended June 30, 1997, total laser vision correction procedures for Vista
were 1,324 versus 695 for the three months ended June 30,1996, reflecting an
increase of 90% in procedures.  The consolidated net loss for the three months
ended June 30, 1997 was approximately $250,000 versus a net loss of
approximately $804,000 for the three months ended June 30, 1996. The reduction
in net loss is primarily due to the revenue increases described above and a
reduction in corporate general and administrative expenses.  The loss of
approximately $250,000 for the three months ended June 30, 1997 includes a net
loss of approximately $60,000 from Vista's operations in Sweden primarily due
to the opening of a new center and due to a $173,000 loss on sale of TCPI
shares.  Therefore, continued revenue increases will be dependent, among other
things, in part upon expanding use of Vista's services by physicians, general
public acceptance of laser surgery to correct refractive disorders, and
competitive factors.  For the quarter ended September 30, 1997, revenues were
reduced compared to the quarter ended June 30, 1997 as a result of the normal
seasonal closing of operations during a holiday month in Europe.  There can be
no assurance that Vista will be successful in implementing these plans.

     ACE's management is focusing its attention at present on increasing
Vista's revenues and reducing negative cash flows as well as exploring other
financing and business opportunities.  ACE has been dependant on its
investments in marketable securities to sustain its operations.  Vista has
been dependent in recent periods upon advances from its controlling
stockholder, ACE, for funds to sustain Vista's operations. Outstanding
advances due to ACE are classified as short-term obligations, totaled $723,000
as of March 31, 1997, and have subsequently increased to approximately
$1,100,000 as of September 30, 1997.  The advances from ACE are secured by

                                   -34-
<PAGE>
Vista's agreement to pledge shares of its European subsidiaries as collateral
security and all of Vista's assets are subject to a security interest granted
to the holder of a note in the principal amount of $300,000 due on June 30,
1997.  Vista is currently negotiating an amendment to its secured loan of
$300,000 with the note holder.  

      There can be no assurance that ACE will continue to provide advances to
Vista or that Vista will be able to obtain additional capital from other
sources.  Accordingly, there can be no assurance that Vista will have cash
resources necessary to sustain its operations in the United States for any
specific period of time. Additional financing, if any, may result in
significant dilution to existing Vista stockholders.  If adequate funds are
not available from ACE and/or  other third parties and if creditors refuse to
agree to future debt compromise plans, then Vista may be required to accept
unfavorable alternatives, including (i) seeking protection from creditors at
the parent company level under the bankruptcy laws, (ii) arrangements with
collaborative partners that may require Vista to relinquish material interests
in its operating subsidiaries that it would not otherwise relinquish, or (iii)
the delay, reduction or elimination of its planned expansion, capital
expenditures, marketing and advertising and other operating expenses.

      During fiscal 1997, the Company completed a private placement and issued
60,000 shares for cash consideration of $300,000 and also issued 63,874 shares
in lieu of cash payments of $323,236 to various professionals for services
rendered.  On March 21,1996, the Company issued 450,000 shares to three
investors as consideration for 900,000 shares of Vista.

      Through its agreement with First American AMO, ACE has agreed to fund
AMO up to $450,000 prior to any separate outside funding of AMO.  Between
March 1, 1997 and February 28, 1998, ACE has advanced AMO a total of $310,000. 
AMO is planning its expansion and, with the assistance of ACE, is preparing
for the need of new outside financing.  There can be no assurance that ACE
will successfully obtain financing from third parties for this venture.

SUBSEQUENT EVENTS

      CHANGES IN OFFICERS AND DIRECTORS

      Murray D. Watson resigned as Chairman, President, Chief Executive
Officer and Director of ACE effective June 4, 1997.  Mr. Watson continues to
serve as President and a director of Vista.  Mr. Kevin Quinn resigned as a
Director and Assistant Secretary of ACE effective June 4, 1997.

      At the June 4, 1997 meeting of the Board of Directors, ACE elected the
following directors and officers: John McConnaughy as Chairman and Director;
Patrick J. Rooney as President and Chief Executive Officer; Kenneth G. Howling
as Vice President of Finance and Chief Financial Officer; Peter Bebenzer as
Secretary; and Yvonne Powell as Assistant Secretary.

      On June 1, 1997, William Hutchinson resigned as a director of the
Company and in October 1997 Mr. Peter Bubenzer resigned as Secretary and
director, Ms. Judith Collins resigned as a director and Ms. Yvonne Powell
resigned as Assistant Secretary.  On November 14, 1997, Mr. Kenneth G. Howling
resigned as Vice President of Finance and Chief Financial Officer.

      On October 23, 1997 Jeffrey D. Dickson became ACE's Vice Chairman.

  On November 14, 1997 Allan Leppik was hired as the Vice President,
Finance and Chief Financial Officer.  Mr. Leppik resigned as of February 5,
1998 and is expected to continue to serve the Company as a consultant.

  John McConnaughy resigned as an officer and director of the Company on
December 22, 1997.

                                   -35-
<PAGE>
  Messrs. Patrick J. O'Sullivan and Jeffrey D. Dickson were elected
directors of the Company as of December 22, 1997 and Patrick J. Rooney was
elected Chairman of the Board in addition to his position as ACE's President
and Chief Executive Officer.

  The following set forth certain information as to the current officers
and directors of ACE after giving effect to the above changes.

<TABLE>
<CAPTION>

Name                      Age   Position
<S>                       <C>   <C>

Patrick J. Rooney         58    President, Chief Executive Officer, Chairman of
                            the Board; Director
Jeffrey D. Dickson  54    Vice Chairman; Director
Patrick J. O'Sullivan     42    Director

</TABLE>

PATRICK J. ROONEY  --  PRESIDENT, CHIEF EXECUTIVE OFFICER, CHAIRMAN AND
DIRECTOR

  Patrick J. Rooney, a resident of Bermuda, has served as the President
and Chief Executive Officer of Atlantic Central since June 4, 1997.  Prior to
his election as ACE's Chief Executive Officer, Mr. Rooney was engaged for more
than five years primarily as a consultant to EC/American Ltd., previously a
financial consultant to Vista, Atlantic Central, other business enterprises
and certain investors based outside of the United States.  From June 1978 to
September 1985, Mr. Rooney was associated with Rooney Pace, Inc., a broker
dealer firm based in New York.

  As the result of losing an appeal from his conviction in June 1988 of
filing false income tax return from 1983, Mr. Rooney has been subject from
more than the last five years to the terms of a consent decree order issued on
December 20, 1988 by the U.S. Securities and Exchange Commission which bars
Mr. Rooney from association with any broker or dealer, investment company,
investment adviser or municipal securities dealer.  The terms of such order
provide that Mr. Rooney may reapply to the Securities and Exchange Commission
for such association, but he has advised the Company that to date he has not
elected to do so.

JEFFREY D. DICKSON  --  VICE CHAIRMAN

  Mr. Dickson is currently President and Chief Executive Officer of First
American AMO, Inc.  Previously from June 1995 to April 1997, he was President
and COO of Salex Holding Corporation.  Mr. Dickson has been involved in the
insurance Industry for 25 years in various senior management positions.  He
served as Executive Vice President of the American Bakers Insurance Group,
President of Insurance America and prior to Salex he was the President and
Chief Executive Officer of Interloc Corporation.  Mr. Dickson holds a BA in
History from the University of Colorado and is a graduate of the AMP program
at Harvard Graduate School of Business in Cambridge, MA.

PATRICK J. O'SULLIVAN  --  DIRECTOR

  Patrick J. O'Sullivan is an Irish citizen and has been admitted as a
Barrister at Law in Ireland and as a Solicitor in Australia.  He has over 17
years of international investment banking experience and since 1997 has served
as a founder and director of Custom House Capital Limited, an investment
banking firm in Ireland.  Custom House Capital Limited specializes in advising
and structuring capital market and investment banking transactions and manages
operations of the International Financial Services Centre in Dublin for
international financial institutions and corporations.  From 1995 to 1997, Mr.
O'Sullivan was an Executive Director of Barings International Fund Managers in
the Dublin International Financial Services Centre.  From 1990 to 1995, he was

                                   -36-
<PAGE>
one of the founding partners of Scandinavian Partners, a London based
corporate financing company specializing in advising investment banking and
securities firms on investment and securities transactions.  From to 1990, Mr.
O'Sullivan was a legal director of Barclays de Zoete Wedd Limited from 1987 to
1989, a Corporate Finance Director for Heritable Investment Bank from 1985 to
1986 and a legal adviser for new issues, merger and acquisitions and asset
management transactions at the Investment Bank of Ireland.  

  PROMISSORY NOTE

      Vista has been negotiating with the holder of a 12% promissory note for
$300,000 due June 30, 1997 who has verbally agreed to extend the maturity date
of the 12% promissory note.  A definitive agreement for the 12% promissory
note extension is being negotiated.

  CAPITAL STOCK

  On December 18, 1996, ACE offered to the holders of Pharma Patch's
outstanding Class A, Class B, Class C and Class D Warrants the opportunity to
exchange up to 32,023 shares of common stock in ACE at a rate of one ACE share
for each 100 Class A, B. C and/or D Warrants.  The exchange offered expired on
May 30, 1997 and as a result 15,230 shares of ACE were issued to holders of
Pharma Patch Warrants.
     
  OTHER EVENTS

  Management of Atlantic Central Enterprises Limited (the "Company")
discovered for the first time on December 12, 1997 that its former U.S.
counsel, Kevin J. Quinn of Santa Monica, California, fraudulently caused
960,000 newly issued and freely-tradable shares of the Company's common stock
to be issued to Mr. Quinn, his affiliate or to his brokerage account in
Vancouver, Canada, during the period from March 25, 1997 through July 31,
1997.  This information was discovered by the Company in the course of
assembling data from the Company's transfer agent for the Company's audited
financial statements.  As a result, records of the transfer agent indicate
there are currently 2,662,396 shares outstanding of the Company's common stock
including the 960,000 shares issued without consideration at Mr. Quinn's
fraudulent instructions and without the prior authorization or knowledge of
the Company's Board of Directors and management.

  This discovery follows the termination in 1997 of Mr. Quinn's
relationship with the Company.  Mr. Quinn acted as U.S. corporate and
securities counsel to the Company and its predecessor, Pharma Patch plc, from
1993 until approximately June 1997.  The Company learned of an article in the
November 1997 issue of the California Bar Journal reporting that Kevin J.
Quinn had been suspended from the practice of law in 1993 as a result of a
1992 felony conviction which was recently reduced to a misdemeanor for
embezzlement and that he was permanently disbarred by the California State Bar
in September 1997.  Those facts had not been previously disclosed to any
officers or directors of Pharma Patch plc from the time of its inception in
1993 or to the management of Atlantic Central since its inception in 1996.

  When confronted with these disclosures, recent correspondence from Mr.
Quinn to the Company's new counsel does not deny his 1992 conviction, his 1993
suspension from the practice of law or that he was disbarred in September
1997.  The Company notes that notwithstanding his suspension from the practice
of law since 1993, Mr. Quinn continued through 1997 to be listed as a
practicing attorney in California by the Martindale-Hubbell Law Directory.

  The Vancouver brokerage firm that is reported to have received all or
most of the fraudulently issued shares advised the Company on Friday December
12, 1997 that it currently has no position in the Company's securities.  The
Company's transfer agent likewise has confirmed that none of the original
registered owners of the Company's common stock are currently listed as record
owners of the Company's common stock.  This information leads the Company to
believe, at present, that the fraudulently issued securities all were sold for
Mr. Quinn's account, and the Company is continuing its investigation.

                                   -37-
<PAGE>
  The Company has demanded full restitution from Mr. Quinn of all legal
fees and expenses previously paid for Mr. Quinn's account and a restitution or
damages for the fraudulently issues shares.  Commencing in December 1997, ACE
instituted litigation proceedings entitled Atlantic Central Enterprises
Limited vs. Kevin J. Quinn, et al in the United States District Court for the
Central District of California, Case No. 97-9420AAH (ANX), and in the Supreme
Court of British Columbia, Vancouver Registry No. C980037 (collectively the
"Quinn Litigation Proceedings").  In the Quinn Litigation Proceedings, the
Company seeks a judgement for compensatory damages in the amount of
approximately $750,000 in legal fees and costs paid by the Company to Mr.
Quinn during the period from 1993 to 1997 while he fraudulently represented
himself to be a licensed attorney, damages for the 960,000 fraudulently issued
shares of the Company's common stock, and other compensatory, punitive and
exemplary damages.  The Company has assigned a value of $400,000 for the
960,000 shares fraudulently issued and will charge operations with the value
calculated using the market value on the dates the shares were issued.  It is
the Company's intention to pursue legal action where it will seek the return
and cancellation of these 960,000 shares or other restitution equivalent to
the value of those shares.  At hearings held in December 1997 and January
1998, orders of preliminary injunction were issued restraining the transfer of
assets from accounts with any financial institutions maintained by Mr. Quinn
and certain corporate entities controlled by Mr. Quinn.  Pursuant to those
orders, approximately $220,000 of cash and securities in accounts maintained
by Mr. Quinn have been frozen.  Mr. Quinn has filed responsive pleadings in
the Quinn Litigation Proceedings denying liability.  Counsel for the Company,
based upon an ongoing investigation of documents and other information, has
expressed the opinion that the Company has meritorious causes of action
against Mr. Quinn.  The ability of the Company to realize on any such
judgements, if successfully obtained, will be dependent upon the Company's
ability to locate and levy upon assets of Mr. Quinn.

  The Company is also investigating potential claims against other third
parties that may have aided and abetted Mr. Quinn with respect to the one or
more of the causes of action asserted by the Company in the Quinn Litigation
Proceedings.  In addition to Mr. Quinn and two entities believed to be under
his control, the Company's transfer agent has been named and served as a
defendant in the Quinn Litigation Proceedings.    A motion to dismiss the
proceedings against the transfer agent was denied by the federal district
court in this case, and the transfer agent has filed an answer denying
liability.  Based upon information obtained to date, it is Company's counsel's
opinion it is probable the Company has a meritorious cause of action against
the transfer agent.

OFFSHORE SALES OF COMMON STOCK UNDER REGULATION S

  During February 1996, Vista and ACE negotiated agreements for Vista to
obtain debt and equity financing from ACE's predecessor, Pharma Patch.  In
connection with ACE's acquisition of a controlling interest in Vista, ACE in
March 1996 also acquired 900,000 shares of Vista common stock from third
parties in a transaction exempt from the registration requirements of the
United States securities laws for offshore transactions under Regulation S
promulgated under the Securities Act of 1993 ("Regulation S").  Three Vista
stockholders, including Therapeutic Patch Research N.V. (TPR"), Saliva
Research Limited ("SRL") and Westcliff Partners Inc. ("WPI"), exchanged a
total of 900,000 shares of Vista's outstanding common stock for a total of
450,000 newly issued securities of Pharma Patch in this privately - negotiated
transaction.  No fees or commissions to third parties were paid in connection
with this exchange of securities.  The Vista securities included in this
exchange had been acquired by TPR, SRL and WPI in December 1995 as a result of
prior transactions financing the operations of Vista through December 1995. 
The Company has been advised that TPR, SRL and WPI are clients of Jac J. Lam,
a former director and chief executive officer of Vista.

  From March 1996 to May 1996, ACE offered and sold 189,600 shares of its
common stock to 11 investors in an offshore private placement offering exempt


                                   -38-
<PAGE>
from registration under Regulation S of the United States securities laws. 
For each ACE share issued in this offering, investors paid a purchase price of
$5.00 per share in cash and surrendered 10 Pharma Patch Class C warrants for
cancellation.  The Company received $948,000 in gross proceeds and cancelled
1,896,000 Pharma Patch Class C warrants (the number of warrants is stated
before giving effect to a subsequent 1-for-10 exchange of Pharma Patch shares
for ACE shares in their January 1997 reorganization) from the sale of 189,600
shares of the Company's common stock in the offshore private placement under
Regulation S.  The Company incurred fees payable to a placement agent,
Multibreen B.V., in the aggregate amount of $94,800, resulting in net proceeds
to the Company of $853,200 for the shares sold in the Regulation S offering.

OTHER PRIVATE PLACEMENT OF COMMON STOCK

  From March 1996 to May 1996, ACE offered and sold 25,400 shares of its
common stock to five investors in a private placement offering, primarily to
United States investors, exempt from registration under the U.S. Securities of
1933 for transactions not involving public offering.  For each ACE share
issued in this offering, investors paid a purchase price $5.00 per share in
cash and surrendered 10 Pharma Patch Class C warrants for cancellation.  The
Company received $127,000 in gross proceeds and cancelled 254,000 Pharma Patch
Class C warrants (the number of warrants is stated before giving effect to a
subsequent 1-for-10 exchange of Pharma Patch shares for ACE shares in their
January 1997 reorganization) from the sale of 25,400 shares of the Company's
common stock in this private placement.  The Company incurred fees payable to
a placement agent, Multibreen B.V., in the aggregate amount of $25,400,
resulting in net proceeds to the Company of $101,600 for the shares sold in
this offering.

OTHER SUBSEQUENT EVENTS

  PROMISSORY NOTE - Vista has been negotiating with the holder of a 12%
promissory note for $300,000 who has verbally agreed to extend the maturity
date of the 12% promissory note. Definitive agreements for the 12% promissory
note extension are being prepared and management anticipates that they will be
executed by April 30, 1998.

  SALE OF MARKETABLE SECURITIES - Between March 1, 1997 and July 3, 1997,
the Company sold 35,000 shares of TCPI common stock with net proceeds to the
Company of approximately $360,000. Between July 4, 1997 and December 31, 1997,
the Company sold an additional 180,050 shares of TCPI common stock with net
proceeds to the Company of approximately $1,316,000.  Proceeds were utilized
for operations and to purchase additional investments through December 31,
1997.  The sale of TCPI stock subsequent to March 1, 1997 resulted in a net
loss of approximately $1,000,000 for the Company.  As of February 28, 1998,
the Company had 43,850 shares of TCPI.

  FIRST AMERICAN AMO - In May 1997, Ace entered into an agreement to form
a new corporation, First American AMO ["AMO"], which is located in Palm
Harbor, Florida.  Ace agreed to fund AMO up to $450,000 prior to separate
outside funding of AMO.  Ace owns 83% of the issued and outstanding common
stock of AMO upon signing of this agreement.  AMO is an automotive maintenance
organization that improves the efficiencies of fixing a car.  

  ASSET PURCHASE AGREEMENTS - In July 1997, Vista Southwest entered into
an asset purchase and lease assumption agreement whereby Vista Southwest
agreed to purchase certain equipment for a total purchase price of $411,860,
consisting of $50,000 in cash payments, $361,860 in a promissory note with
annual interest of 8%.  The principal and interest on the note is due the
earlier of June 30, 1999 or 30 days following the close of an offering of
securities of Vista Southwest or Vista Technologies, Inc. with net proceeds of
not less than $2,000,000.  The estimated fair value of the acquired equipment
is $120,000.  Therefore, goodwill of approximately $292,000 was recorded on
this transaction.

                                   -39-
<PAGE>
  Also in July 1997, ICON Vision Centers, Inc., a wholly owned subsidiary
of the Company, entered into an asset purchase agreement to purchase certain
fixed assets and inventory for a total purchase price of $128,000, consisting
of $25,600 in cash and $102,400 in a non-interest bearing promissory note. 
The note has monthly payments of $3,200 and will be paid in full by April 30,
2000.  The estimated fair value of the inventory and fixed assets is
approximately $50,000.  Therefore, goodwill of approximately $78,000 was
recorded on this transaction.

  ADDITIONAL DEBT FINANCING -  Subsequent to year end, ACE opened a margin
account with its broker and borrowed funds against its holdings of TCPI
shares.  At February 28, 1998, there was no balance owing on the margin
account.

AUTHORITATIVE PRONOUNCEMENTS

      The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", and
SFAS No. 129, "Disclosure of Information About Capital Structure".  Both are
effective for financial statements issued for periods ending after December
15, 1997.  SFAS No. 128 simplifies the computation of earnings per share by
replacing the presentation of primary earnings per share with a presentation
of basic earnings per share.  The statement requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures.  Basic earnings per share include no dilution and is computed by
dividing income available to common stockholders by the weighted average
number of shares outstanding for the period.  Diluted earnings per share
reflect the potential dilution of securities that could share in the earnings
of an entity similar to fully diluted earnings per share.

      While Vista has not analyzed SFAS No. 128 sufficiently to determine its
long-term impact on per share reported amounts, SFAS No. 128 should not have a
significant effect on historically reported per share loss amounts.

      SFAS No. 129 does not change any previous disclosure requirements, but
rather consolidates existing disclosure requirements for ease of retrieval.

      The FASB has issued SFAS No. 130, "Reporting Comprehensive Income". SFAS
No. 130 is effective for fiscal years beginning after December 15, 1997.
Earlier application is permitted.  Reclassification of financial statements
for earlier periods provided for comparative purposes is required.  SFAS
No.130 is not expected to have a material impact on Vista.

      The FASB has issued FASB No. 131, "Disclosures About Segments of an
Enterprise and Related Information".  SFAS No. 131 changes how operating
segments are reported in annual financial statements and requires the
reporting of selected information about operating segments in interim
financial reports issued to stockholders.  SFAS No. 131 is effective for
periods beginning after December 15, 1997, and comparative information for
earlier years is to be restated.  SFAS No. 131 need not be applied to interim
financial statements in the initial year of its application.  SFAS No. 131 is
not expected to have a material impact on Vista.

U.S. DOLLAR PRESENTATION AND FOREIGN CURRENCY FLUCTUATIONS

     Except as otherwise stated in this Report, all monetary amounts have been
presented in U.S. dollars.

      Vista's European operating subsidiaries in Italy and Sweden currently
represent a significant portion of Vista's revenues and expenses that are
collected and paid in foreign currencies.  Vista publishes its consolidated
financial statements in U.S. dollars after translating transactions in foreign
currencies into U.S. dollars.  In periods when the U.S. dollar depreciates

                                   -40-
<PAGE>
against the relevant foreign currencies, reported earnings attributable to
transactions in foreign currencies may be materially enhanced.  In periods
when the U.S. dollar appreciates against the relevant foreign currencies,
however, reported earnings attributable to transactions in foreign currencies
may be materially reduced.  Fluctuations in the exchange rate between foreign
currencies and the U.S. dollar may also affect the book value of Vista's
assets and the amount of its stockholders' equity.


ITEM 7. FINANCIAL STATEMENTS

      The following financial statements are included later in this Report:

<TABLE>
<CAPTION>

                    ATLANIC CENTRAL ENTERPRISES LIMITED
          CONSOLIDATED FINANCIAL STATEMENTS AT FEBRUARY 28, 1997

<S>                                                                     <C>

Index to Consolidated Financial Statements at February 28, 1997
   and for the Year ended February 28, 1997 ...........................  F-1
Independent Auditor's Report ..........................................  F-2
Consolidated Financial Statements as of February 28, 1997:
  Consolidated Balance Sheet at February 28, 1997 .....................  F-3
  Consolidated Statement of Operations for the Year
    ended February 28, 1997 ...........................................  F-5
  Consolidated Statement of Changes in Shareholders' Equity
    for the Year ended February 28, 1997 ..............................  F-6
  Consolidated Statement of Cash Flows for the Year 
    Ended February 28, 1997 ...........................................  F-7
  Notes to Consolidated Financial Statements ..........................  F-9

Not covered by report of independent auditor:
Index to Consolidated Financial Statements at February 29, 1996
   and for the Year ended February 29, 1996 ...........................  F-33
Consolidated Financial Statements as of February 29, 1996:
  Consolidated Statement of Operations for the Year
    ended February 29, 1996 ...........................................  F-34
  Consolidated Statement of Changes in Shareholders' Equity
    for the Year ended February 29, 1996 ..............................  F-35
  Consolidated Statement of Cash Flows for the Year 
    Ended February 29, 1996 ...........................................  F-36

</TABLE>

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

  As reported in ACE's Current Report on From 8-K dated May 28,1997, ACE
changed its independent accountants in May 1997.  The accounting firm of KPMG
Peat Marwick LLP acted as principal independent public accountants to audit
the consolidated financial statements of ACE for its fiscal year ended
February 29, 1996.  On May 28, 1997, the Company was advised by KPMG Peat
Marwick LLP that the client-auditor relationship between ACE and KPMG Peat
Marwick LLP had been terminated.  The report of KPMG Peat Marwick LLP on the
consolidated financial statements of ACE for the fiscal year ended February
29, 1996 did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified is to uncertainty, audit scope, or accounting principles. 
The decision to terminate the client-auditor relationship between ACE and KPMG
Peat Marwick LLP was initiated by KPMG Peat Marwick LLP, and ACE's Board of
Directors accordingly did not participate in a decision to change the
Company's independent accountants.  In connection with its audit for the
fiscal year ended February 29, 1996 and the subsequent interim period through

                                   -41-
<PAGE>
May 28, 1997, there were no disagreements of ACE with KPMG Peat Marwick LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of  KPMG Peat Marwick LLP would have caused them
to make reference thereto in their report on the financial statements for such
year.  During the fiscal year ended February 29, 1996 and prior fiscal periods
of ACE, there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).

  On May 30, 1997, ACE engaged the services of the independent public
accounting firm of Moore Stephens, P.C. to act as the principal independent
accountants as to ACE's consolidated financial statements for its most recent
fiscal year ended February 28, 1997.   Prior to engaging Moore Stephens, P.C.,
ACE did not consult its new independent public accountants as to the
application of accounting principles to a specified transaction, either
completed or proposed, or as to the type of audit opinion that might be
rendered on ACE's financial statements.  ACE's Board of Directors participated
in and approved the decision to appoint Moore Stephens, P.C. to act as the
principal independent accountants as to the Company's consolidated financial
statements for its most recent fiscal year ended February 28, 1997.


                                 PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

  The Company's Directors and Officers at February 28, 1997 were as
follows:

<TABLE>
<CAPTION>

Name                        Age   Positions
--------------------------  ---   -----------------------------------------
<S>                         <C>   <C>

Murray D. Watson             53   Chairman of the Board, CEO, President and
                                  Director
Kenneth G. Howling           40   Vice President of Finance and Treasurer
Paul E. Heney                38   Secretary
Kevin J. Quinn               55   Assistant Secretary and Director
Peter Bubenzer               42   Director
William G. Hutchinson        59   Director
Judith Collis                37   Director
</TABLE>

MURRAY D. WATSON

  Mr. Watson served as a director, President and CEO of ACE and its
predecessor corporation, Pharma Patch Plc, both publicly-traded companies,
from July 1993 to June 4, 1997, and as a director of Technical  Chemical
Products, Inc., a publicly-traded company, from January 1996 to May 1996. 
Pharma Patch Plc was an Irish public company engaged in research and
development of both advanced transdermal drug delivery systems and advanced
skin penetration enhancers, a business sold by Pharma Patch in late 1995 to
Technical Chemical Products, Inc.  Pharma Patch Plc reorganized by
transferring all of its assets and liabilities to Atlantic Central in January
1997.  Prior to July 1993, Mr. Watson had been the President and Chief
Operating Officer of Pharma Patch's predecessor, Medipro Sciences Limited,
from November 1987.  Mr. Watson has over 25 years of experience in the
international health care industry, including Vice President, Picker
International, Inc.; President, Odyssey Inc.; and General Manager, American
Hospital Supply Corp. of Canada.  As president since 1985 of the M.D.W. Group,
Inc., a privately owned merchant banking company, he has managed a broad

                                   -42-
<PAGE>
spectrum of business ventures.  Mr. Watson received his B.A. Science in Civil
Engineering in 1965 from the University of Toronto and his M.B.A. in 1971 from
York University, Toronto, Canada.

KENNETH G. HOWLING, CPA

  Mr. Howling served from November 8, 1993 until November 14, 1997 as Vice
President of Finance and Chief Financial Officer of Atlantic Central and its
corporate predecessor, Pharma Patch Plc.  From June 1988 until November 1993,
Mr. Howling was employed by Roberts Company Canada Limited in the capacities
of corporate Secretary and Controller from June 1988 until May 1991 and as
General Manager from June 1991 until November 1993. Prior to June 1988, he was
employed for ten years in financial and general management positions with
Smith Kline Beecham, Bencard Allergy Laboratories, McGraw Edison and Price
Waterhouse. Mr. Howling has been involved in acquisitions, corporate
restructuring, cash flow management, human resource management and management
information systems.
 
  He received a Certified Public Accountant license from the State of New
Jersey in 1987 and holds a B.A. degree in Accounting from Upsala College in
East Orange, New Jersey.

PAUL E. HENEY

  Mr. Heney was elected ACE's Secretary from February 2, 1996 through June
4, 1997.  Mr. Heney is an attorney and has practiced law in the Toronto law
firm of Heney & Associates since 1991.
  
KEVIN J. QUINN

  Mr. Quinn was elected ACE's Assistant Secretary from February 2, 1996
through June 4, 1997, served as a director from November 21, 1996 to June 4,
1997, and served as a director of Pharma Patch from March 1996.  See 
"Fraudulent Share Issuances and Legal Proceedings Against Former Counsel" in
Item 3 and "Subsequent Events - Other Events" in Item 6 of this Report.

WILLIAM HUTCHISON, B. ENG., P. ENG.

  Mr. Hutchison is the Managing Director of Quorum Growth International
Limited, located in Singapore.  Quorum is a Canadian headquartered company
providing expansion capital and strategic management expertise to
technology-rich growth companies.  Prior to joining Quorum, Mr. Hutchinson was
National Managing Partner for the Information Technology Practice of Ernst &
Young (Canada) and also National Director, Information, Communications and
Entertainment Industries and Chairman of the International Telecommunications
Industries Practice of Ernst & Young; Chairman & CEO of Infomart, Canada's
first computer systems manufacturing firm.  Mr. Hutchison has focused much of
his 35 year career in pioneering efforts to help establish Canada's advanced
technology infrastructure.  He was Chairman of the Executive Committee that
created CANARIE Inc.; a former Chairman of the Board and he continues as a
director.  Other positions Mr. Hutchison has held include Vice Chairman of the
Prime Minister's National Advisory Board for Science and Technology; founder,
Director and Chairman of the Canadian Advanced Technology Association (CATA);
and founder and Director if Precarn Associates, Ltd.  Mr. Hutchison received
his B. Eng. In Electrical Engineering in 1962 from McGill University in
Montreal, Quebec.

PETER BUBENZER

  Peter Bubenzer was educated in Bermuda and England, studied law at
Exeter University, England graduating in 1978.  He joined Gray's Inn and was
called to the Bar in England in 1979 and to the Bermuda Bar in 1980.  He
joined Appleby, Spurling & Kempe in October 1980 and became a partner in
December, 1986.  He practices in the area of Company law, specializing in
Securities and Fund work, and now is Head of the Company Department of that
firm.  He had published various articles and spoken at various conferences on
the topic of Mutual Funds in Bermuda.

                                   -43-
<PAGE>
JUDITH COLLIS

  Judith Collis was educated in Bermuda and England and studied at McGill
University, Canada, graduating in 1981 before going on to study law at Bristol
University and King's College, London University, graduating in 1984.  She was
called to the Bar in England and Wales in 1985 and to the Bermuda Bar in 1986. 
She joined Appleby, Spurling & Kempe as an Associate in 1986 in the Company
Department and became a Partner in the Firm in 1991.  She practices in the
area of company law, and is the Head of the Firm's Mutual Fund and Unit Trust
Team, and Deputy Head of the Firm's Security Team.

  The consulting agreements between Pharma Patch PLC and corporate
affiliates of Messrs. Watson and Howling were assumed by ACE upon consummation
of the Plan of Reorganization.  The compensation arrangements described in the
consulting agreements did not change.


  See "Subsequent Events" in Item 6 of this Report for changes in the
Directors and Officers subsequent to February 28, 1997.

  The share holdings of officers and directors of ACE after consummation
of the Plan of Reorganization were as follows:

<TABLE>
<CAPTION>
                                   Ordinary Shares          Percentage
                                    Beneficially          of Outstanding
                                      Owned (1)              Shares (2)
                                   ----------------       ---------------
<S>                                <C>                    <C>
Murray D. Watson ...............        41,628 (3)               2.5%
Kenneth G. Howling .............        11,300                   0.7%
Paul E. Heney ..................        30,250                   1.8%
Kevin J. Quinn .................        11,641                   0.7%
Peter Bubenzer .................           -0-                    --
William G. Hutchinson ..........           -0-                    --
Judith Collis ..................           -0-                    --
All Officers and Directors
  as a Group  (seven persons) ..        94,819                   5.7%
</TABLE>

__________________________
(1)     Unless otherwise indicated, all shares are beneficially owned and sole
        voting and investment power is held by the person and entity listed in
        the table above.
(2)     Based on 1,654,157 shares outstanding at February 28, 1997.
(3)     Includes 41,628 shares owned by Trident Management Inc. in which Mr.
        Watson is a minority shareholder.  Mr. Watson disclaims beneficial
        ownership of such shares.

MANAGEMENT OF THE COMPANY
   
     There is no family relationship between any of ACE's directors and
executive officers.  All directors hold office until the next annual meeting
of stockholders and until their successors are elected.  Officers serve at the
discretion of the Board of Directors.  There are no arrangements or
understandings between any director and any other person pursuant to which any
person was elected or nominated as a director.

      The Board of Directors currently has no committees of the Board.

      During the fiscal year ended February 28, 1997 the Board of Directors
held eight meetings and took certain actions by unanimous written consent of
the  Board.  No director attended fewer than 75% of all meetings of the Board
of Directors.

                                   -44-
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires ACE's executive officers and directors, and persons who
beneficially own more than 10% of ACE's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission.  Based upon a review of the copies of such forms furnished to ACE,
responses from ACE's executive officers and directors in reply to monthly
questionnaires, and other information available to ACE, ACE believes that as
of February 28, 1997, all Section 16(a) filing requirements applicable to its
executive officers and directors were complied with.

      Certain foreign corporate shareholders hold ACE common stock and
warrants and are believed in certain cases to share common management.  Inmost
instances, beneficial ownership of ACE securities held by such foreign
corporate shareholders has not been disclosed to ACE.  Based on information
available to ACE, ACE has no reason to believe that any of such parties are
currently required to file reports under Section 16(a) of the Exchange Act. 
However, since ACE does not necessarily have access to all information that
may be relevant, ACE expresses no opinion whether any such group of foreign
investors that may share common management may be required to file reports
under Section 16(a) of the Exchange Act.

ITEM 10.      EXECUTIVE COMPENSATION

SUMMARY EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                    Annual Compensation              Long Term Compensation
                             --------------------------------    --------------------------------
                                                                       Awards            Payouts
                                                                 ---------------------   --------
                                                     Other       Restricted Securities
                                                     Annual        Stock    Underlying     LTIP    All Other
   Name and         Fiscal    Salary        Bonus   Compen-       Awards     Options/     Payouts   Compen-
Principal Position  Year(1)     ($)          ($)    sation($)       ($)       SARs(#)       ($)    sation($)
------------------  -------  ---------   ---------  ---------    ---------   ---------    -------  ---------
<S>                  <C>     <C>         <C>        <C>          <C>         <C>          <C>      <C>
Murray D. Watson      1997   $158,335(2)     -0-    $(309,375)(6)     -0-        -0-          -0-       -0-
  President and       1996   $211,719        -0-    $ 309,375 (3)     -0-        -0-          -0-       -0-
  Chief Executive
  Officer (2)

Kenneth G. Howling    1997   $ 70,000(4)     -0-    $(115,000)(6)     -0-        -0-          -0-       -0-
  Vice President      1996   $117,917        -0-    $ 115,000 (5)     -0-        -0-          -0-       -0-
  of Finance and
  Chief Financial
  Officer

</TABLE>
________________________________________

(1)     Information set forth in the table represents data for the fiscal years
        ended February 28, 1997 ("1997") and February 29, 1996 ("1996").
    
(2)     Mr. Watson resigned as President and Chief Executive Officer of the
        Company on March 6, 1997. Compensation set forth in the table for 1997
        includes compensation paid to a corporate affiliate of which Mr. Watson
        is a minority shareholder.  Compensations set forth in the table for
        1997 excludes compensation paid to a corporate affiliate of which ACE is
        the controlling stockholder, for salary in the amount of $66,665
        unrelated to his ACE activities.

(3)     Represents 257,813 Ordinary Shares valued at $0.80 per share and 206,250
        Ordinary Shares valued at $0.50 per share which were issued to a
        corporation in which Watson is a minority shareholder.

(4)     Mr. Howling resigned as Chief Financial Officer and Vice President of
        Finance of the Company on November 14, 1997.  Compensation set forth in
        the table for 1997 includes compensation paid to a corporate affiliate

                                   -45-
<PAGE>
  of which Mr. Howling is the sole shareholder.  Mr. Howling's affiliate
  was also compensated during 1997 by Vista, of which ACE is the
  controlling stockholder, for salary in the amount of $55,000 unrelated
  to his ACE activities, and such other compensation paid by Vista is not
  included in the table.

(5)     Represents 143,750 Ordinary Shares valued at $0.80 per share issued to a
        consulting company in which Mr. Howling is the sole shareholder.

(6)     Upon consummation of the Plan of Reorganization, Trident Management,
        Inc. ("TMI") and Pinnacle Financial Corporation, corporate affiliates of
        Messrs. Watson and Howling, respectively, have returned to ACE the
        shares received from the Company as described under the caption "Other
        Annual Compensation" for the fiscal year ended February 29, 1996.

THE 1996 STOCK OPTION PLAN

       On February 2, 1996, the Company's Board of Directors proposed the 1996
Stock Option Plan [Option Plan} that was approved by the stockholders of the
Company in 1996.  The purpose of the Option Plan is to permit the Board or a
Committee of the Board the flexibility of granting options of the Company's
common stock in lieu of cash to compensate officers, directors, employees and
other individuals acting as professionals, consultants and/or advisers to the
Company for services rendered to the Company and its subsidiaries.  A total of
350,000 shares of common stock are available for payment of compensation under
the Option Plan.  No compensation awards under the Option Plan have been made.

OTHER

      ACE currently has no pension, retirement, annuity, savings or similar
benefit plan which provides compensation to its executive officers or
directors except for group health and life insurance plans.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information (except as otherwise
indicated by footnote) as of March 31, 1998 for common stock owned by (i) each
person known by management to beneficially own more than 5% of ACE's
outstanding Common Stock, (ii) each of ACE's directors, and (iii) all
executive officers and directors as a group:

<TABLE>
<CAPTION>
                                                        Common Stock 
                                               -------------------------------
     Name or Group                              No. of Shares   % of Class (1)
-----------------------------------------      --------------   --------------
<S>                                            <C>                 <C>         
Directors:
   Patrick J. Rooney ....................         876,679   (2)         32.9%
   Jeffrey D. Dickson ...................               -0-               --
   Patrick J. O'Sullivan ................               -0-               --
All officers and directors 
  as a Group (three persons) ............         876,679   (3)         32.9%
</TABLE>
____________________________________________

(1)     Based on 2,662,396 shares of Common Stock outstanding at February 28,
        1998.

(2)     Includes shares which may be deemed indirectly beneficially owned,
        consisting of 876,679 shares of common stock owned by various
        corporations in which Mr. Rooney is not an officer or director and in
        which he owns less than a majority of the voting capital stock.  None of
        such corporations individually owns more than 5% of the Company's
        outstanding capital stock.  Mr. Rooney disclaims beneficial ownership of
        the Company's shares owned by such corporate entities. 

                                   -46-
<PAGE>
ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Atlantic Central Enterprises Limited ("ACE") is a Bermuda company with
securities publicly traded in the United States over-the-counter market.  In
January 1997, ACE acquired all of the assets and liabilities of Pharma Patch
Plc ("Pharma Patch"), a publicly-traded company with its principal office in
Dublin, Ireland.  Pharma Patch Plc was an Irish public company formerly
engaged in research and development of advanced transdermal drug delivery
systems and advanced skin penetration enhancers, a business sold by Pharma
Patch in late 1995 to Technical Chemical Products, Inc.  References in this
Report to Atlantic Central as to periods prior to February 1997 include Pharma
Patch as the predecessor-in-interest of Atlantic Central.

      As described in more detail below, Atlantic Central acquired a
controlling equity interest in Vista in March 1996 and owned 3,423,800 shares
of Vista's common stock at August 31, 1997, representing approximately 54.1%of
Vista outstanding Vista common stock.  Since February 1996, Atlantic Central
has charged Vista for allocations of certain salaries and office expenses
incurred by Atlantic Central in Toronto, Canada for use of a portion of
management time devoted to Vista by Murray D. Watson and Kenneth G. Howling
and their support staff.  Atlantic Central has also advanced funds to or for
Vista's account from time to time, of which $800,000 was repaid in cash in
late 1996.

      Vista has been dependent in recent periods upon advances from Atlantic
Central for funds to sustain Vista's operations.  Outstanding advances due to
Atlantic Central are classified as short-term obligations, totaled $723,000 as
of February 28, 1997, and have subsequently increased to approximately
$1,100,000 as of September 30, 1997.  Advances from Atlantic Central are
secured by Vista's agreement to pledge shares of its European subsidiaries as
collateral security for repayment of its obligations to Atlantic Central. 
There can be no assurance that Atlantic Central will continue to provide
advances to Vista or that Vista will be able to obtain additional capital from
other sources.

      Murray D. Watson served from July 1993 to June 5, 1997 as Chairman of
the Board, Chief Executive Officer and a director of ACE and is currently
employed as an executive officer of another subsidiary of ACE.  Mr. Watson has
also served as a director and Vice Chairman of Vista from February 1994 to the
present time, and has served as acting President and Chief Executive Officer
of Vista from March 6, 1997 to July 22, 1997 and from September 9, 1997 to the
present date.  Kenneth G. Howling, former Vice President and Chief Financial
Officer of ACE, served as Vista's Treasurer and Chief Financial Officer from
February 16, 1996 to November 14, 1997.


                                   -47-
<PAGE>
ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS.   The following exhibits are filed with this Report or
incorporated by reference to prior filings.

 #      Denotes exhibits filed with this Report.

(M)     Denotes management contract or compensation plan or arrangement.

<TABLE>
<CAPTION>

  Exhibit
    No.           Description                                   
  -------         -------------------------------------------------------
<S>     <C>         <C>

#       2.1         Business Transfer Agreement between Registrant and Pharma Patch PLC
                    dated January 17, 1997.

  3.1   Registrant's Memorandum of Association filed with the Bermuda
        Registrar of Companies on February 2, 1996, amended by Memorandum of
        Increase of Share Capital dated August 16, 1996 and Certificate of
        Incorporation on Change of Name dated April 22, 1996 [incorporated
        by reference to Exhibit 3.1 filed with Registrant's Amendment No. 1
        to Registration Statement on Form S-4, Commission File Number
        333-10263].

#       3.2         Registrant's Bye-Laws as adopted on November 20, 1996.

  (M)   10.1        Management and Consulting Agreement dated November 16, 1995 between
                    Pharma Patch PLC and Trident Management Inc. [incorporated by
                    reference to Exhibit 10.1 filed with Registrant's Amendment No. 1 to
                    Registration Statement on Form S-4, Commission File Number
                    333-10263].

  (M)   10.2        Management and Consulting Agreement dated November 16, 1995 between
                    Pharma Patch PLC and  Pinnacle Financial Corporation [incorporated
                    by reference to Exhibit 10.2 filed with Registrant's Amendment No. 1
                    to Registration Statement on Form S-4, Commission File Number
                    333-10263].

  (M)   10.3        Registrant's 1996 Stock Option Plan [incorporated by reference to
                    Exhibit 4.1 filed with Registrant's Registration Statement on Form
                    S-4, Commission File Number 333-10263].

# (M)   10.4        Director and Officer Indemnification Agreement dated February 1,
                    1994 between Vista Technologies Inc. and Murray D. Watson.

#       10.5        Form of Regulation S Offshore Transaction Subscription Agreement
                    relating to 1996 private placement offering of Pharma Patch shares
                    in exchange for cash and surrender of Pharma Patch Class C warrants.

#       10.6        Form of Regulation D Subscription Agreement relating to 1996 private
                    placement offering of Pharma Patch shares in exchange for cash and
                    surrender of Pharma Patch Class C warrants.

#       10.7.1      $177,777 in principal amount of 12% Convertible Promissory Notes due
                    June 15, 1998 issued by Vista Technologies Inc. to G. Lennart
                    Perlhagen dated June 1, 1995.

#       10.7.2      $100,000 in principal amount of 12% Convertible Promissory Notes due
                    June 15, 1998 issued by Vista Technologies Inc. to Quintillion B.V.
                    dated June 15, 1995.

#       10.7.3      Form of Royalty Agreement dated as of June 15, 1995 by Vista Vision
                    Scandinavia AB in favor of G. Lennart Perlhagen and Quintillion B.V.

#       10.8.1      Form of Term Sheet between the Registrant and Jeffrey Dickson
                    relating to First American AMO.

#       10.8.2      Promissory Note in the principal amount of $138,698 issued to
                    Registrant by First American-AMO Inc.

                                   -48-
<PAGE>
#       10.9        Term Sheet dated August 18, 1997 between the Registrant and WSM
                    Consultants Ltd.

#       10.10       Stock Purchase Agreement dated March 1, 1996 between Vista
                    Technologies Inc. and Pharma Patch Plc as to the sale of 200,000
                    shares of Vista common stock for $500,000.

#       10.11       Agreement dated as of March 1, 1996 between Vista Technologies Inc.
                    and Pharma Patch Plc. as to sale of 2,060,000 shares of Vista common
                    stock.

#       10.12       Form of Share Exchange Agreement dated March 29, 1996 among Pharma
                    Patch PLC, Therapeutic Patch Research N.V., Saliva Research Limited
                    and Westcliff Partners Inc. as to shares of Vista Technologies Inc.

#       10.13.1     12% Promissory Note in the principal amount of $300,000 due June 30,
                    1997 issued by Vista Technologies Inc. to Castle Rock Partners LP.

#       10.13.2     Security Agreement dated November 11, 1996 by Vista Technologies
                    Inc. to secure 12% promissory note.

#       10.14       Resolution adopted by Vista Technologies Inc. Board of Directors on
                    March 6, 1997 granting security interest in capital stock of its
                    European subsidiaries to secure advances from the Registrant.

#       10.15       Employment Agreement dated as of January 31, 1996 between Vista
                    Technologies Inc. and Thomas A. Schultz.

#       10.16       Employment Agreement dated November 1, 1996 between the Vista
                    Technologies Inc. and  Allen J. Simon.

#       10.17       Agreement dated January 6, 1997 among Vista Technologies Inc.,
                    Pharma Patch PLC, RS-800 Inc., Vista Laser Centers of the Northeast
                    Inc., Dr. Sheldon Herzig, Cherry Sharrer and Cherry Development
                    Corp.

#       10.18.1     Assignment of Office Lease dated January 31, 1996 among Evergreen
                    Corporate Center as landlord, Northern Arizona Eye Clinic as
                    assignor and Vista Laser Centers of the Southwest, Inc. as tenant-
                    assignee for premises in Scottsdale, Arizona.

#       10.18.2     Office Lease dated December 28, 1992 between Evergreen Corporate
                    Center as landlord and Northern Arizona Eye Clinic as tenant for
                    premises in Scottsdale, Arizona.

#     10.19         Exchange Agreement dated October 1, 1996 between Vista Laser Centers
                    of the Southwest, Inc. and Vista Technologies Inc.

#     10.20         Promissory Note dated July 1, 1997 in the principal amount of
                    $361,860 issued by Vista Laser Centers of the Southwest, Inc. to
                    Casebeer Eye Centers, Ltd.

#       21          Subsidiaries of the Registrant.

#       27          Financial Data Schedule at February 28, 1997.

</TABLE>


(b)      REPORTS ON FORM 8-K.

  (1)   During the three months ended February 28, 1997, the
Registrant did not file any Current Reports on Form 8-K with the Securities
and Exchange Commission.

  (2)   Subsequent to February 28, 1997, the Company filed Current
Reports on Form 8-K, as follows:

        (i)   The Company filed a Current Report dated as of May 27,
1997 concerning a change in auditors.  Reference is made to Item 8 of this
Report.

                                   -49-
<PAGE>

        (ii)   ACE filed a Current Report dated as of June 4, 1997
concerning changes in management.  The report noted that Mr. John E.
McConnaughy, Jr. and Mr. Patrick J. Rooney were elected to ACE's Board of
Directors.  Mr. McConnaughy was named Chairman of the Board and Mr. Rooney was
elected President and Chief Executive Officer.  That Report also noted that
Mr. Murray D. Watson had resigned as President and a Director and Kevin J.
Quinn had resigned as a director.  See "Subsequent Events - Changes in
Officers and Directors" in item 6 of this Report.

        (iii)  ACE filed a Current Report dated as of June 27, 1997
announcing a changed in the Company's fiscal year-end from February 28 of each
year to end on March 31 of each year commencing with the period ending March
31, 1997.

        (iv)  ACE filed a Current Report dated as of December 12,
1997 disclosing that management discovered for the first time on December 12,
1997 that its former U.S. counsel, Kevin J. Quinn, fraudulently caused 960,000
newly issued and freely-tradable shares of the Company's common stock to be
issued to Mr. Quinn, his affiliate or to his brokerage account in Vancouver,
Canada, during the period from March 25, 1997 through July 31, 1997.  As a
result, records of the Company's transfer agent indicate there are currently
2,662,396 shares outstanding of the Company's common stock including the
960,000 shares issued without consideration at Mr. Quinn's fraudulent
instructions and without the prior authorization or knowledge of the Company's
board of directors and management.  That Report also noted that the Company
had discovered for the first time in November 1997 that Mr. Quinn had been
suspended from the practice of law in 1993 as a result of a 1992 conviction
for embezzlement and that he was permanently disbarred by the California State
Bar in September 1997.  See "Fraudulent Share Issuances and Legal Proceedings
Against Former Counsel" in Item 3 and "Subsequent Events - Other Events" in
Item 6 of this Report.


                                   -50-

 <PAGE>
                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
       AT FEBRUARY 28, 1997 AND FOR THE YEAR ENDED FEBRUARY 28, 1997

<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                <C>

Independent Auditor's Report .................................      F-2

Consolidated Financial Statements:

    Consolidated Balance Sheet ...............................      F-3

    Consolidated Statement of Operations .....................      F-5

    Consolidated Statement of Shareholders' Equity ...........      F-6

    Consolidated Statement of Cash Flows .....................      F-7

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


</TABLE>



                                    F-1
<PAGE>

                       INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Stockholders of
  Atlantic Central Enterprises Limited
  Bermuda


        We have audited the accompanying consolidated balance sheet of
Atlantic Central Enterprises Limited as of February 28, 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the year ended February 28, 1997.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

        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 consolidated financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated 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 consolidated financial
position of Atlantic Central Enterprises Limited as of February 28, 1997, and
the results of their operations, and their cash flows for the year ended
February 28, 1997, in conformity with generally accepted accounting
principles.

        The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.  The
Company incurred a net loss of approximately $12,546,000, a loss from
continuing operations of approximately $10,316,000, a working capital deficit
of approximately $874,000 and utilized approximately $4,173,000 in cash for
operating activities for the year ended February 28, 1997.  These matters
raise substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also described in
Note 1.  The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                      /s/ Moore Stephens, P.C.
                                      MOORE STEPHENS, P. C.
                                      Certified Public Accountants.

Cranford, New Jersey
July 3, 1997


                                    F-2
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                             <C>

ASSETS:

Current Assets:
  Cash and Cash Equivalents ................................    $  1,806,672
  Prepaid Expenses .........................................         158,245
  Accounts Receivable - Trade ..............................         142,281
  Accounts Receivable - VAT ................................          18,479
  Notes Receivable .........................................         125,000
  Investment in TCPI - Available for Sale at Market Price ..       2,372,500
                                                                ------------

  Total Current Assets .....................................       4,623,177
                                                                ------------  
Long-Term Assets:
  Property and Equipment - Net .............................       2,094,812
  Long-Term Note Receivable ................................         410,838
  Long-Term VAT Receivable .................................         178,890
  Other Assets .............................................          78,115
  Long-Term Receivable - Related Party .....................         733,062
                                                                ------------

  Total Long-Term Assets ...................................       3,495,717
                                                                ------------

  Total Current Assets .....................................    $  8,118,894
                                                                ============

</TABLE>








See Accompanying Notes to Consolidated Financial Statements.








                                    F-3

<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 28, 1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                             <C>

Liabilities and Shareholders' Equity:
Current Liabilities:
  Accounts Payable .........................................    $  2,633,496
  Accrued Expenses .........................................       1,353,184
  Accounts Payable - Related Parties .......................         365,417
  Current Portion of Long-Term Debt ........................         370,373
  Current Portion of Obligations Under Capital Leases ......         274,510
  Note Payable - Current Portion ...........................         500,000
                                                                ------------

  Total Current Liabilities ................................       5,496,980
                                                                ------------

Long-Term Liabilities:
  Long-Term Debt - Net of Current Portion ..................         766,665
  Obligations Under Capital Leases .........................       1,059,769
  Notes Payable - Net of Current Portion ...................         277,777
                                                                ------------

  Total Long-Term Liabilities ..............................       2,104,211
                                                                ------------

Commitments and Contingencies                                             --
                                                                ------------

Minority Interest ..........................................         211,410
                                                                ------------
Shareholders' Equity:
  Capital Stock - 50,000,000 Common Shares Authorized,
    1,654,157 Common Shares Issued and Outstanding ..........         16,542

  Premium in Excess of Par Value ...........................      20,391,325

  Foreign Currency Translation Adjustment ..................         159,431

  Unrealized Loss on Investment ............................      (1,569,000)

  Accumulated Deficit ......................................     (18,692,005)
                                                                ------------
  Total Shareholders' Equity ...............................         306,293
                                                                ------------

  Total Liabilities and Shareholders' Equity ...............    $  8,118,894
                                                                ============


</TABLE>



See Accompanying Notes to Consolidated Financial Statements.



                                    F-4
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED FEBRUARY 28, 1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                            <C>         

Revenues .................................................     $  3,485,667
                                                               ------------
Operating Expenses:
  Administrative .........................................        8,663,704
  Writedown of Goodwill ..................................        4,280,107
  Depreciation and Amortization ..........................          777,202
  Provision for Doubtful Accounts ........................           91,867
  Gain on Sale of Assets .................................          (14,621)
  Foreign Exchange .......................................            3,202
                                                               ------------

  Total Operating Expenses ...............................       13,801,461
                                                               ------------

  Loss from Continuing Operations ........................      (10,315,794)
                                                               ------------
Other Income and [Expenses]:
  Loss on Sale of Marketable Securities ..................       (2,096,214)
  Interest Expense .......................................         (275,787)
  Interest Expense - Related Party .......................          (27,774)
  Other Income ...........................................           76,388 
  Other Expenses .........................................               -- 
                                                               ------------ 

  Total Other [Expenses] .................................       (2,323,387)
                                                               ------------ 

  Loss Before Discontinued Operations ....................      (12,639,181)
                                                               ------------
Discontinued Operations:
  Loss from Discontinued Operations ......................               --
  Gain of Sale of Business Segment .......................               --
                                                               ------------

  Gain on Discontinued Operations ........................               --
                                                               ------------
  [Loss] Before Equity Investee
    and Minority Interest Income [Loss] ..................      (12,639,181)

Equity Investee [Loss] ...................................       (1,934,171)
                                                               ------------

  [Loss] Income Before Minority [Loss] ...................      (14,573,352)

Minority Interest Loss ...................................        2,027,233
                                                               ------------

  Net [Loss] .............................................     $(12,546,119)
                                                               ============
Per Share Common Stock:
  Loss from Continuing Operations ........................     $      (7.54)
  Discontinued Operations ................................     $         --
  Net Earnings [Loss] ....................................     $      (7.54)

  Weighted Average Number of Ordinary Shares Outstanding .        1,663,163
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                    F-5
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY AS OF FEBRUARY 28,
1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                       Capital Stock                       Foreign      Unrealized
                   --------------------     Premium in     Currency        Gain                         Total
                    Number of               Excess of     Translation   [Loss] on     Accumulated    Shareholders'
                      Shares     Amount     Par Value      Adjustment   Investments      Deficit        Equity
                   ----------   --------   ------------   -----------   -----------   ------------   -------------
<S>                <C>          <C>        <C>            <C>           <C>           <C>            <C>

Balance - 
February 29, 1996   1,141,603     11,411     17,649,925        (6,518)    3,176,108     (6,249,628)     14,581,298

Issuance of Stock

  Payment of
   Professional Fees   63,874        639        322,597            --            --             --         323,236

  Shares Issued to
   Acquire 900,000
   of Vista's
   Outstanding
   Common Stock       450,000      4,500      2,245,500            --            --             --       2,250,000

  Private Placement    60,000        600        299,400            --            --             --         300,000

  Share Issuance
   Cost                    --         --       (126,705)           --            --             --        (126,705)

Unrealized Loss
  on Investments           --         --             --            --    (4,745,108)            --      (4,745,108)

Adjustment for
  European Operating
  Subsidiaries to
  Conform to
  Reporting Periods        --         --             --            --            --        103,742         103,742

Net Loss                   --         --             --            --            --    (12,546,119)    (12,546,119)

Return of Shares
  by Pinnacle
  and Trident         (60,780)      (608)           608            --            --             --              --

Foreign Currency
  Translation
  Adjustment               --         --             --       165,949            --             --         165,949
                   ----------   --------   ------------   -----------   -----------   ------------   -------------

Balance -
February 28, 1997   1,654,157   $ 16,542   $ 20,391,325   $   159,431   $(1,569,000)  $(18,692,005)  $     306,293
                   ==========   ========   ============   ===========   ===========   ============   =============
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                    F-6
<PAGE>
ATLANTIC CENTRAL ENTERPRISES, LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 28, 1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                           <C>          

Operating Activities:
  Net [Loss] .............................................     $(12,546,119)
                                                               ------------
  Adjustments to Reconcile Net Income to Net
    Cash [Used for] Operating Activities:
    Writedown of Goodwill ................................        4,280,107
    Depreciation and Amortization ........................          777,202
    Loss on Sale of Marketable Securities ................        2,096,214
    Noncash Expenses .....................................          219,636
    Minority Interest ....................................       (2,130,975)
    Equity Investee Loss [Income] - Net ..................        1,934,171
    Write-Down of Fixed Assets ...........................               --
    Gain on Sale of Business .............................               --

Changes in Assets and Liabilities:
   [Increase] Decrease in:
      Accounts Receivable - Trade ........................          (75,155)
      Accounts Receivable - VAT ..........................           22,455
      Related Parties ....................................           89,454
      Prepaid Expenses ...................................           67,069
      Other Assets .......................................          247,612

    Increase [Decrease] in:
      Accounts Payable - Trade ...........................        1,340,535
      Accounts Payable - Officers ........................          (54,441)
      Accrued Expenses ...................................         (166,767)
      Other Liabilities ..................................         (377,510)
      Foreign Currency Translation Adjustment ............          103,741
                                                               ------------ 

    Total Adjustments ....................................        8,373,348
                                                               ------------

  Net Cash - Operating Activities - Forward ..............       (4,172,771)
                                                               ------------ 

Investing Activities:
  Net Proceeds from Sale of Marketable Securities ........        5,510,691 
  Issuance of Notes Receivable ...........................         (260,838)
  Purchase of Fixed Assets ...............................         (727,447)
  Note Receivable ........................................         (150,000)
  Cash Acquired in Investment in Vista ...................          249,674 
  Advances to Investee Companies .........................         (802,430)
                                                               ------------ 

  Net Cash - Investing Activities - Forward ..............     $  3,819,650 
                                                               ------------ 


</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                    F-7
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 28, 1997
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                           <C>          

  Net Cash - Operating Activities - Forwarded ............     $ (4,172,771)
                                                               ------------

  Net Cash - Investing Activities - Forwarded ............        3,819,650
                                                               ------------

Financing Activities:
  Issuance of Notes Payable ..............................          300,000
  Repayment of Capital Lease Obligation ..................         (338,936)
  Proceeds from Long-Term Debt ...........................          604,964
  Shares Issued for Cash .................................          276,894
  Shares Issued by Financing Activities ..................          425,000
                                                               ------------

  Net Cash - Financing Activities ........................        1,267,922
                                                               ------------

Effective of Exchange Rate Change in Cash 
  and Cash Equivalents ...................................            1,097
                                                               ------------

Effect of Change in Reporting Periods
  of European Subsidiaries ...............................          221,952
                                                               ------------

  Net Increase in Cash and Cash Equivalents ..............        1,137,850

Cash and Cash Equivalents - Beginning of Year  ...........          668,822
                                                               ------------

  Cash and Cash Equivalents - End of Year ................     $  1,806,672
                                                               ============


Supplemental Disclosures of Cash Flow Information:            
  Cash paid during the year for:
    Interest .............................................     $    275,787
    Income Taxes .........................................     $         --

</TABLE>





See Accompanying Notes to Consolidated Financial Statements.



                                    F-8

<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation 
 
[A] Atlantic Central Enterprises Limited ("ACE" or "The Company") was
incorporated under the laws of Bermuda on February 2, 1996 under the name
Bamburgh Limited.  Thereafter, on April 2, 1996, Bamburgh Limited changed its
name to Atlantic Central Enterprises Limited. 
 
ACE has not conducted any business operations since inception other than in
connection with the reorganization with Pharma Patch Public Limited Company
("Pharma Patch").  The reorganization, which took place on January 20, 1997,
involved Pharma Patch transferring to the Company all of its assets and having
the Company assume all of Pharma Patch's liabilities, in exchange for all the
outstanding common stock of ACE.  Immediately after the transfer Pharma Patch
commenced a voluntary liquidation and distributed all the Company's shares to
its shareholders.  As a result of the reorganization, Pharma Patch
shareholders received one common share of the Company for every 10 shares of
Pharma Patch owned.  This reorganization qualifies under Section 368(1)(1)(F)
of the Internal Revenue Code of 1986, as amended.  
 
ACE is currently engaged, through its subsidiary Vista Technologies, Inc.
("Vista"), in providing photrefractive keratectomy ("PRK") and other laser
vision correction ("LVC") facilities and services to the health care industry.

As a result of the restructuring, ACE is the successor in interest of Pharma
Patch plc.  Accordingly, "the Company" will be used interchangeably to refer
to ACE and Pharma Patch when describing operational history unless
specifically indicated. 

[B] Going Concern - The accompanying consolidated financial statements have
been prepared in conformity with generally accepted accounting principles,
which contemplates continuation of the Company as a going concern and
realization of assets and settlement of liabilities and commitments in the
normal course of business.  The Company has experienced significant net
losses, a loss from continuing operations of approximately $10,316,000, has a
working capital deficit of approximately $874,000 and utilized approximately
$4,173,000 in cash for operating activities for the year ended February 28,
1997. In addition, the Company has serious liquidity problems primarily due to
unsuccessful attempts to raise money both at the parent level and at the
subsidiary level and significant costs associated with the Company s failed
attempts to penetrate the North American vision correction market resulting in
losses from operations.  The Company and its subsidiaries are developing
business plans which when  implemented would develop opportunities in the
laser vision correction and automotive maintenance markets in North America
and/or Europe.  Vista's management is developing a business plan which takes
advantage of new trends in the laser vision correction business in both North
America and Europe.  Vista plans to concentrate on its four successful centers
in Italy and Sweden in the 1997-1998 fiscal year and focus on the reduction of
expenses at the head office level.  The Company also plans to sell a portion
of its marketable securities, obtain additional debt financing and focus on
revenue growth of its existing operations.

The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon the success
of these plans.  There can be no assurance of the success of these plans.
 
[C] Reorganization - On January 20, 1997, the shareholders of Pharma Patch
approved the following plan of reorganization with Atlantic Central
Enterprises Limited.  
 
ACE was initially capitalized in August 1996 by issuing 1,200,000 shares of
common stock to Pharma Patch for $12,000 in cash. 
 
Subsequent to the reorganization, ACE issued an additional 450,000 shares of
its common stock in exchange for the stock held by the stockholders of Pharma
Patch and dissolved the corporate charter of Pharma Patch. 

                                    F-9
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

[C] [Continued] - These transactions resulted in the elimination of the
16,541,570 ordinary shares of Pharma Patch and created 1,654,157 shares of
common stock (one share of ACE common stock for every 10 ordinary shares of
Pharma Patch) in ACE with a par value of $16,542.  As a result of the
difference between Pharma Patch's ordinary shares issued at par value
($2,343,914) and ACE's common stock issued at par value ($16,542) the premium
in excess of par value increased by $2,327,372  (Pharma Patch's par value per
ordinary share was Irish Pounds .01 and ACE's par value per common share is
US$ .01).  All per share amounts in this report have been restated to reflect
this reorganization. 
 
[D] Pharma Patch was incorporated under the laws of the Republic of Ireland in
January 1992.  Prior to July 1993, Pharma Patch had no significant assets or
operations.  Prior to fiscal 1997 the Company was mainly involved in the
research and development of transdermal drug delivery systems and skin
permeation technology.  The Company developed and patented proprietary
technology and secured licensing and product feasibility agreements through
research in this area.

[E] On November 15, 1995, Pharma Patch  sold substantially all of the
operating assets to Technical Chemicals and Products, Inc. ("TCPI") for a gain
of approximately $16.4 million. These assets included 11 U.S. patents relating
to transdermal drug delivery and skin permeation technology, license rights to
skin penetration enhancers and electronically assisted drug delivery,
proprietary information and trade secrets related thereto, certain licensing
and product feasibility agreements entered into by the Company and all of the
Company's fixed assets. TCPI also assumed the sublease of the research
facility occupied by the Company. 

In consideration for the purchased assets, TCPI issued an aggregate of 786,214
shares of its common stock with a fair value of $11,919,000 and satisfied the
$5,000,000 promissory note previously issued by the Company to Flora, Inc.
("Flora") (see note 7). As a result of this transaction, the Company owned
9.9% of TCPI's outstanding common shares and ceased performing research and
development work and other operations in the areas of skin penetration
enhancers and drug delivery systems.  

On January 16, 1996, the Company entered into a supplemental agreement with
TCPI, which amended certain provisions of the November 1995, asset purchase
agreement. TCPI had filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission with respect to the sale of 1,800,000 TCPI
common shares (Offering). Pursuant to the terms of the supplemental agreement,
the Company executed a lock-up letter with the representative of the TCPI
Underwriters providing that it would not sell or otherwise dispose of any of
its shares of common stock for a period to expire 180 days following the
closing date of the Offering without their prior consent. As consideration for
the execution of the lock-up agreement, TCPI (i) terminated an existing
lock-up agreement covering TCPI common stock owned by the Company, executed in
connection with the asset purchase agreement; (ii) effective as of closing
date of the Offering, terminated the voting trust agreements, shareholders'
agreement and irrevocable proxy, executed in connection with the asset
purchase agreement which, among other things, limited the Company's ability to
vote or dispose of its shares of common stock; (iii) allowed the Company to
offer for sale 100,000 shares of this common stock in the Offering (plus up to
an additional 110,000 if the Underwriters over-allotment option is exercised);
(iv) effective as of the closing date of the Offering, issued to the Company a
two-year warrant to purchase 100,000 shares of common stock at an exercise
price equal to the per share Offering price; and (v) file a Registration
Statement on Form S-3 to register all of the remaining shares of common stock
owned by the Company after the Offering.  

[F] On March 21, 1996, the Company completed the acquisition of 61.3% of the
voting interest of Vista Technologies, Inc. ("Vista").  Vista provides photo
refractive keratectomy ("PRK") and other laser vision correction ("LVC")
facilities and services to the health care industry.  

                                   F-10 
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

[F] [Continued] - The Company acquired its position in Vista by executing a
stock purchase agreement for 200,000 newly issued shares of Vista common stock
for a cash price of $500,000.  The Company and Vista executed an additional
agreement under which Vista provided 2,060,000 newly issued shares of its
common stock to the Company plus 500,000 Vista Class C common stock purchase
warrants.  In exchange, Vista received a $750,000 interest-free note due six
months after the transaction date and 200,000 restricted shares of TCPI common
stock previously held by the Company with a fair value on the date of the
transaction of $3,550,000 (original cost basis to the Company of $3,032,000). 
The Company paid the $750,000 note in full during the first quarter of fiscal
1997.  The Company also received an option to acquire 250,000 Vista shares at
$2.50 per share.  In a separate transaction, the Company agreed to provide
4,500,000 newly issued Ordinary Shares in exchange for a total of 900,000
shares of Vista's outstanding common stock owned by three shareholders.   

A summary of the consideration for both components of the Vista transaction
include the following:

<TABLE>
<S>                                                 <C>  

Cash                                                $     500,000
Note payable                                              750,000
TCPI investment (200,000 shares)                        3,032,000
                                                     ------------

Sub-total                                               4,282,000
Pharma Patch plc common stock (4,500,000 shares)        2,250,000
                                                     ------------

                                                        6,532,000
Advances as of February 28, 1997                          662,663
                                                     ------------

  Total                                             $   7,194,663
                                                     ============

</TABLE>

The cost in excess of net assets acquired of approximately $4.5 million was
calculated utilizing the original carrying value of the TCPI investment
($15.16 per share).  The acquisition of Vista was recorded using the purchase
method of accounting resulting in goodwill of $4,500,000 which was being
amortized using the straight-line method over fifteen years beginning in March
of 1996.  At February 28, 1997, the Company's management determined that the
goodwill was impaired.  As a result, the Company wrote off goodwill of
approximately $4,300,000 after it determined that the unamortized balance of
goodwill could not be recovered through projected future discounted cash flows
over its remaining life [See Note 2].

During the year the Company exercised their 250,000 options to purchase an
additional 250,000 shares of Vista for cash consideration of $625,000.   The
company also purchased additional 13,800 shares on the open market for cash
consideration of $37,663. 

Since March 21, 1996, ACE's interest in Vista has been diluted by the issuance
of Vista stock to Vista's Regional affiliates.  At February 28, 1997, ACE
owned 54.14% of the issued and outstanding shares of Vista.  

[G] Regional Joint Ventures -Vista's business strategy during fiscal 1997 was
to expand in North America by organizing and sponsoring independently financed
regional enterprises (Regional Joint Ventures) in which Vista would obtain a
significant equity interest and long-term fee-based consulting arrangements.

                                   F-11
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

Vista's negotiations to acquire interests in additional laser vision center
("LVC") operations, based primarily in Canada, were abandoned, Vista sold all
of its interest in a Regional Joint Venture formed to service the Northern
California market, and the Vista's equity ownership in a Regional Joint
Venture formed in March 1996 and based in Arizona was increased to 94%. 
Unsuccessful efforts by Vista's former management to obtain additional private
placement equity financing necessary to finance Vista's Regional Joint Venture
expansion plans and to support general and administrative expenses in North
America were terminated during March 1997.

Vista's management intends to reactivate a strategic expansion plan if a debt
compromise plan with Vista's creditors is proposed and accepted or convert the
debt obligation to an equity position (subject to shareholder approval) and if
significant additional capital is obtained.   

There can be no assurance that Vista will be successful in accomplishing these
objectives.  Pending further developments, Vista has been advised that its
controlling stockholder, ACE, plans to pursue a strategic plan of negotiating
to acquire or develop Regional Joint Ventures in the United States for laser
vision correction facilities and services.  Vista has been advised that if ACE
can successfully implement a strategy of North American expansion in the field
of laser vision correction, Vista anticipates that it will be provided a right
to acquire such operations at ACE's cost if Vista completes a debt compromise
plan with its creditors and if significant additional capital is obtained.  

  Investments by Vista in Regional Joint Ventures are summarized as follows:

  INVESTMENT IN VISTA LASER CENTERS OF MICHIGAN, INC.

  In November 1995, Vista issued 200,000 shares of its common stock in
  exchange for 200,000 shares of 5% Series B convertible preferred stock in
  Vista Laser Centers of Michigan, Inc. (VLC-Michigan), a development stage
  enterprise.  Effective July 18, 1996, Vista also acquired 100,000
  VLC-Michigan Series A preferred shares from a third party in exchange for
  100,000 shares of Vista's common stock with an estimated value of
  approximately $0.99 a share at the date of issuance.  Vista subsequently
  elected to convert all 300,000 shares of VLC-Michigan preferred stock into
  300,000 shares of VLC-Michigan common stock.  VLC-Michigan abandoned a
  proposed initial public offering in late 1996.  During December 1996,
  negotiations for VLC-Michigan to acquire an existing laser vision
  correction services business based in Windsor, Ontario, and to enter into
  related agreements with affiliates of the physician who owns the Windsor
  business, were terminated.  VLC-Michigan refunded stock subscriptions
  previously received from affiliates of that physician.  Vista subsequently
  agreed to accept 200,000 shares of its common stock owned by VLC-Michigan
  for cancellation, which have been returned to the Company's possession, in
  exchange for the cancellation of 200,000 shares of VLC-Michigan common
  stock then owned by Vista.  Vista also agreed to assume responsibility for
  the refund of a $9,500 stock subscription to VLC-Michigan paid by a
  director of the Company.

  As a result of these transactions, Vista owned 100,000 shares of
  VLC-Michigan common stock, representing 100% of the VLC-Michigan
  outstanding capital stock, as of February 28, 1997.  

  During the period from March 1996 through October 1996, there were various
  advances made by Vista to VLC-Michigan for VLC-Michigan initial public
  offering expenses plus approximately $510,800 of advances to finance
  equipment deposits and operating expenses of the businesses that
  VLC-Michigan proposed to acquire and develop.  In November 1996, the amount
  of $100,000 in such cash advances was refunded to Vista.  Vista is
  currently negotiating to obtain an accounting and/or refund of $410,800 of
  such advances as part of a proposed release and settlement of the
  obligations of Vista and VLC-Michigan, on the one hand, and affiliates of
  the physician who owns the Windsor business, on the other hand.  As of
  February 28, 1997, $285,800 of the advances have been written off and the
  VLC-Michigan cash balance of $125,000 has been consolidated. 

                                   F-12<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

  INVESTMENT IN VISTA LASER CENTERS OF THE SOUTHWEST, INC.
 
  In March, 1996, Vista issued 250,000 shares of its common stock in exchange
  for a subscription to 350,000 shares of 5% Series B convertible preferred
  stock in Vista Laser Centers of the Southwest, Inc. (VLC-Southwest), a
  development stage enterprise.  Effective July 18, 1996, Vista also acquired
  rights to 100,000 VLC-Southwest Series A preferred shares from a third
  party in exchange for 100,000 shares of Vista's common stock with an
  estimated value of approximately $0.99 a share at the date of issuance. 
  Vista subsequently elected to convert all of its rights to 450,000 shares
  of VLC-Southwest preferred stock into 450,000 shares of VLC-Southwest
  common stock and management affiliates of VLC-Southwest released the right
  to vote such shares by proxy.  VLC-Southwest abandoned a proposed initial
  public offering in late 1996.

  On October 1, 1996, Vista and VLC-Southwest agreed that Vista's account
  receivable of $383,634 for advances to VLC-Southwest would be extinguished
  in exchange for the surrender of 250,000 shares of Vista's common stock
  then held by VLC-Southwest.  This increased Vista's investment in
  VLC-Southwest by $145,634.  The agreement further provides that additional
  advances by Vista to VLC-Southwest after October 1, 1996 will be made in
  exchange Vista's investment in additional common stock of VLC-Southwest
  based upon a share price value of $3.00 per share of VLC-Southwest common
  stock.  As of March 31, 1997, Vista had advanced an additional $210,486 to
  VLC-Southwest as additional investment in VLC-Southwest common stock under
  this agreement.  The agreement will remain in effect as to additional
  advances until the earlier of completion by VLC-Southwest of a private
  placement offering of its securities to third parties or termination of
  that offering no later than March 31, 1997. As a result of the termination
  of the offering by VLC-Southwest, the agreement terminated and advances
  made by Vista to VLC-Southwest since October 1, 1996 will not be exchanged
  for additional shares of VLC-Southwest at $3.00 per share.

  As of October 1, 1996, Vista agreed to purchase a $100,000 VLC-Southwest
  note and 10,000 VLC-Southwest Class B warrants from Atlantic Central in
  exchange for a $100,000 note payable by Vista.  Vista also agreed to
  surrender the $100,000 VLC-Southwest note for cancellation in exchange for
  100,000 shares of VLC-Southwest common stock effective October 1, 1996.

  Under an agreement between Vista and VLC-Southwest, VLC-Southwest is
  entitled to use Vista's service mark for Vista laser centers and provides
  VLC-Southwest with exclusive rights to establish and operate laser vision
  correction service centers at locations within Arizona, Utah, Colorado, El
  Paso County in Texas and the City of Las Vegas, Nevada; the exclusive
  geographic rights of VLC-Southwest are subject to the establishment and
  maintenance of eight centers in those areas according to an agreed schedule
  in addition to an existing center operated by VLC-Southwest in Scottsdale,
  Arizona.  This agreement terminated on June 30, 1997.  VLC-Southwest is
  using Vista's service mark with Vista's authorization and a revised
  agreement providing VLC-Southwest with exclusive geographical rights has
  not been executed.

  As a result of these transactions, Vista owned 550,000 shares of
  VLC-Southwest common stock, representing 94% of the VLC-Southwest
  outstanding capital stock as of February 28, 1997, before giving effect to
  shares Vista may acquire as a result of additional advances by the Company
  to VLC-Southwest after October 1, 1996.

                                   F-13
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

  INVESTMENT IN VISTA LASER CENTERS OF THE NORTHWEST, INC.

  In May 1996, Vista issued 500,000 shares of its common stock in exchange
  for 500,000 shares of 5% Series B convertible preferred stock in Vista
  Laser Centers of the Northwest, Inc. (VLC-Northwest), a development stage
  enterprise.  Effective July 18, 1996, Vista also acquired 100,000
  VLC-Northwest Series A preferred shares from a third party in exchange for
  120,000 shares of Vista's common stock with an estimated value of
  approximately $0.99 a share at the date of issuance.  Vista subsequently
  elected to convert its 100,000 shares of VLC-Northwest Series A preferred
  stock into 100,000 shares of VLC-Northwest common stock.

  During October 1996, VLC-Northwest and London Place Eye Centre, Inc.
  (LPEC), an affiliate of Dr. Donald G. Johnson, terminated negotiations that
  contemplated the possible future acquisition by VLC-Northwest of an
  existing laser vision correction services business from LPEC.  Dr. Johnson
  is the former Chairman of the Board and a former director of Vista. 
  VLC-Northwest refunded Dr. Johnson's original cash investment in
  VLC-Northwest due to the termination of these negotiations.  Vista caused
  500,000 shares of its common stock held by VLC-Northwest, to be surrendered
  in exchange for cancellation of Vista's investment in 500,000 shares of
  VLC-Northwest Series B convertible preferred stock.

  In November 1996, Vista received repayment of $189,016 for prior advances
  to VLC-Northwest (of which $11,011 is payable to VLC-Northwest as credit
  for overpayment).  During January 1997, Vista paid $64,936 to LPEC, an
  affiliate of Dr. Donald G. Johnson, in reimbursement of funds advanced by
  LPEC for the account of VLC-Northwest.

  As a result of these transactions, Vista owned 100,000 shares of
  VLC-Northwest common stock, representing 100% of the VLC-Northwest
  outstanding capital stock as of February 28, 1997  As of February 28, 1997,
  $48,956 of Vista's advances to VLC-Northwest have been written off and the
  VLC-Northwest cash balance of $16,900 has been consolidated.

  INVESTMENT IN VISTA LASER CENTERS OF THE PACIFIC, INC.

  In May 1996, Vista issued 500,000 shares of its common stock in exchange
  for 500,000 shares of 5% Series B convertible preferred stock in Vista
  Laser Centers of the Pacific, Inc. (VLC-Pacific).  Effective July 18, 1996,
  Vista also acquired 100,000 VLC-Pacific Series A preferred shares from a
  third party in exchange for 100,000 shares of Vista's common stock with an
  appraised value of approximately $0.99 a share at the date of issuance. 
  Vista subsequently elected to convert all its 600,000 shares of VLC-Pacific
  preferred stock into 600,000 shares of VLC-Pacific common stock.

  To accommodate the request of VLC-Pacific in its efforts for a proposed
  public offering of its securities, during December Vista and VLC-Pacific
  mutually agreed: (i) to terminate a consulting services agreement between
  Vista and VLC-Pacific; (ii) Vista accepted 500,000 shares of its common
  stock owned by VLC-Pacific for cancellation, which have been returned to
  Vista's possession, in exchange for the cancellation of 500,000 shares of
  VLC-Pacific common stock then owned by Vista; and (iii) Vista agreed to
  accept a 9% promissory note issued by VLC-Pacific in the principal amount
  of $100,000 for the repurchase of the remaining 100,000 shares of
  VLC-Pacific common stock then owned by Vista.  VLC-Pacific also agreed to
  issue a 9% promissory note in the principal amount of $160,838 to evidence
  its obligations for repayment of advances in that amount by Vista to
  VLC-Pacific.  Each of the VLC-Pacific promissory notes are due on the
  earlier of December 31, 1998 or ten days after successful completion of an
  initial public offering by VLC-Pacific.  

  As a result of these transactions, Vista did not own an equity interest in
  VLC-Pacific capital stock as of February 28, 1997.

                                   F-14
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

  INVESTMENT IN VISTA LASER CENTERS OF THE NORTHEAST

  In May 1996, Vista issued 450,000 shares of its common stock in exchange
  for 500,000 shares of 5% Series B convertible preferred stock in Vista
  Laser Centers Metro Inc., doing business as Vista Laser Centers of the
  Northeast (VLC-Northeast), a development stage enterprise.  Effective July
  18, 1996, Vista also acquired 100,000 VLC-Northeast Series A preferred
  shares from a third party in exchange for 100,000 shares of Vista's common
  stock with an estimated value of approximately $0.99 a share at the date of
  issuance.

  In January 1997, Vista, Atlantic Central, VLC-Northeast and certain members
  of VLC-Northeast operating management and their affiliates entered into a
  settlement agreement to terminate all relationships between the parties. 
  Vista sold all of its equity investment in VLC-Northeast for the sum of
  $1.00 and agreed to assign to a nonrelated entity for the sum of $1.00 all
  prior advances and loans by Vista to VLC-Northeast in the aggregate amount
  of $511,460.  Vista further agreed: (i) to pay $50,000 as a settlement of
  prior obligations to VLC-Northeast; (ii) to pay VLC-Northeast an amount
  equal to $75,000 plus $6,271 in interest accrued on certain promissory
  notes previously issued by VLC-Northeast to Atlantic Central (and secured
  by a pledge of certain shares of Company's common stock owned by
  VLC-Northeast), against the receipt from Atlantic Central  of releases in
  favor Vista and of all collateral security claims to shares of Vista's
  common stock owned by VLC-Northeast; (iii) to advance $50,000 to an escrow
  fund for use by VLC-Northeast under prescribed conditions for expenses
  relating to its future capital-raising expenses, which advances are to be
  repaid to Vista in the event VLC-Northeast completes additional debt or
  equity financings in the aggregate amount of at least $500,000; and (iv) to
  pay $275,000 (of which $200,000 is to be deposited into an escrow account)
  from proceeds of a private placement offering of at least $2 million by
  Vista.

  VLC-Northeast has agreed to release its license to use Vista's service
  marks, to change the name of VLC-Northeast and signage to eliminate use of
  the "Vista" name by VLC-Northeast (subject to a non-assignable license to
  VLC-Northeast for use of certain promotional and marketing materials of the
  Company within the greater Toronto, Ontario area so long as such materials
  do not use the word "Vista" Vista's associated logo), and to return for
  cancellation 450,000 shares of Vista's common stock currently owned by
  VLC-Northeast at the time all escrow funds have been deposited by Vista. 
  Of the $200,000 in funds to be deposited into an escrow account, $50,000 is
  to be released to VLC-Northeast upon completion of actions necessary for
  termination of its use of the name "Vista" and Vista's service marks by
  July 1, 1997, and the remaining $150,000 is to be released to VLC-Northeast
  at the rate of $25,000 per month, except that any undisbursed escrow funds
  are to be refunded to Vista in the event VLC-Northeast completes additional
  debt or equity financings in the aggregate amount of at least $500,000.

  Vista has paid $150,000 under the settlement and will be obligated to
  deposit an additional $275,000 from proceeds of a private placement
  offering of at least $2 million by Vista.  Vista has also agreed to remain
  obligated as a guarantor of certain equipment lease and premises lease
  obligations of VLC-Northeast, subject to the agreement of VLC-Northeast to
  use its best efforts to obtain a release of such guarantees in the event of
  a change in control of VLC-Northeast or should Vista successfully complete
  a private placement offering of at least $2 million, failing which
  VLC-Northeast will agree to indemnify Vista for any liabilities incurred as
  a result of the guarantees.

  As a result of these transactions, Vista did not own an equity interest in
  VLC-Northeast capital stock and has written off its investments in
  VLC-Northeast as of March 31, 1997.

                                   F-15
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[1] The Company and Basis of Presentation [Continued]  

  MISCELLANEOUS

  In assigning values at the times of issuance of Vista's common stock issued
  to Regional Joint Ventures and to a third party, Refractive Services-800,
  Inc., originally issued to acquire Series A preferred shares in the
  Regional Joint Ventures, Vista gave consideration to nonrelated independent
  appraisals obtained on the value for the consideration received from the
  Regional Joint Ventures in exchange for such common stock, the estimated
  market value of Vista's common stock based upon recent private placements,
  the quoted price of Vista's common stock in the over-the-counter market,
  and the voting and other restrictions on the issued stock.

  Vista currently controls all of the board of directors of VLC-Michigan and
  VLC-Northwest and controls the board of directors of VLC-Southwest by
  virtue of Vista's controlling stock ownership.  Vista currently has no
  representation on the board of directors of VLC-Pacific or VLC-Northeast.

  As of February 28, 1997 ACE has an accumulated deficit of $18,692,005,
  total assets of $8,118,894 and total shareholders' equity of $306,293.
  ACE's majority owned subsidiary, Vista has an accumulated deficit of
  $22,142,284, total assets of $4,330,537, total shareholders deficiency of $
  2,094,820 and received a Going Concern opinion from its auditors for the
  twelve months ended March 31, 1997 (see Vista's March 31, 1997 10K for
  additional information).  ACE, including Vista, has not yet achieved
  profitable operations and there is no assurance that profitable operations,
  if achieved, could be sustained on a continuing basis. Further, the
  Company's future operations are dependent on the success of the
  commercialization efforts and market acceptability of the Vista business
  plan and other potential business ventures of the Company, together with
  the value derived from the TCPI investment securities.

[2] Significant Accounting Policies
 
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") in the United States.  
   
[A] Principles of Consolidation - The consolidated financial statements
include the accounts of ACE and its wholly and majority owned subsidiaries in
Canada and in the United States. All significant intercompany balances and
transactions have been eliminated in consolidation.

The Company has consolidated its results for the year ended February 28, 1997
with the results of operations of Vista for the year ended March 31, 1997 in
accordance with  U.S. GAAP. 
 
Vista and its subsidiaries in Italy, Sweden, the Netherlands and the United
States have been consolidated at February 28, 1997 using their respective four
fiscal quarters ended March 31, 1997.  Vista's subsidiaries in Italy, Sweden
and the Netherlands were consolidated in Vista's March 31, 1996 financial
statements using the subsidiaries' respective fiscal year ends, which were
December 31, 1995.  The net income for the three month period ending March 31,
1996 for the Company's subsidiaries in Italy, Sweden and the Netherlands is
reflected in  the accumulated deficit for fiscal 1997 as a one-time adjustment
for the European operating subsidiaries to conform reporting periods.   ACE
did not consolidate Vista's financial statements for its year ended February
29, 1996, as controlling interest did not exist in Vista until March 1996. 
 
Because majority ownership was considered only temporary, the Vista's
investments in VLC-Michigan, VLC-Northwest and VLC-Southwest were accounted
for by the equity method through September 30, 1996.  Subsequent to September
30, 1996, the Company's plans with respect to these entities changed, and
majority ownership is no longer considered temporary.  Accordingly, these
entities have been consolidated as of February 28, 1997.

                                   F-16<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
[2] Significant Accounting Policies [Continued]

[B] Cash and Cash Equivalents -All short-term, highly liquid investments with
maturities of three months or less at the date of purchase are considered to
be cash equivalents.  
 
[C] Risk Concentrations - Financial instruments that potentially subject the
Company to concentrations of credit risk include cash and cash equivalents
arising from its normal business activities.  ACE had $1,806,000 on deposit at
various institutions at February 28, 1997.  $147,000 of this amount was
federally insured against institution failure.  Vista had approximately
$533,000 on deposit in Italy and Sweden at February 28, 1997.  Italy and
Sweden do not have federal insurance on balances maintained in banks.  There
is no collateral in relation to deposits. 

[D] Investment Securities - Investment securities at February 28, 1997 consist
of equity securities. The Company's equity securities are classified as
available-for-sale securities under the provisions of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." The Company's equity securities are recorded at fair value
based on quoted market prices.  

The carrying amount of other financial instruments approximates fair value
generally due to the short-term  maturity of these instruments.  When sold,
the actual cost of these investments is used when calculating  any gain
(loss). 

[E] Fixed Assets - Fixed assets are recorded at acquisition cost. The Company
provides depreciation and amortization at rates, which are expected to charge
operations with the cost of the assets over their estimated useful lives
ranging from three to ten years. 
            
[F] Impairment - Certain long-term assets of the Company are reviewed at least
annually as to whether their carrying value has become impaired, pursuant to
guidance established in Statement of Financial Accounting Standards (SFAS) No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of.  Management considers assets to be impaired if the
carrying value exceeds the future projected cash flows form related operations
(undiscounted and without interest charges).  If impairment is deemed to
exist, the assets will be written down to fair value or projected discounted
cash flows from related operations.  Management also reevaluates the periods
of amortization to determine whether subsequent events and circumstances
warrant revised estimates of useful lives.  As of February 28, 1997, the
Company expects these assets to be fully recoverable. 

[G] Minority Interest - On March 21, 1996, the Company acquired 61.3% on the
issued and outstanding common stock of Vista.  In May 1996, Vista issued
1,450,000 shares of its common stock to acquire interests in three
developmental stage companies involved in providing PRK and other LVC
facilities and services to the health care industry. 

In June 1996, Vista sold 100,000 common shares for cash proceeds of $212,500. 
In May 1996 Vista issued 1,450,000 of its shares to acquire 1,500,000 Series B
Convertible Preferred shares of 3 regional affiliates.  In July 1996, Vista
issued 520,000 shares to acquire 520,000 Series A preferred shares of five
regional affiliates.  Pharma Patch exercised its options to acquire 250,000
Vista shares for $625,000 cash in July 1996.  In October and December of 1996
1,450,000 of Vista's shares were returned to the Vista for cancellation from
the 3 regional affiliates.  In December 1996, 98,000 of Vista shares where
issued in exchange for a $122,500 note.  The shares issued by Vista, adjusted
for the shares acquired by ACE, reduced the Company's ownership in Vista from
61.3% to 54.14% at February 28, 1997. 

On March 21, 1996, the minority interest associated with the Company's
investment in Vista was $2,135,895.  During the year Vista had losses of
$6,999,981.  ACE's minority interest portion of this loss was 45.86% at
February 28, 1997, or $3,210,191.  In accordance with US GAAP, the Company
charged $2,135,895 against minority interest on the balance sheet, bringing
ACE's minority interest in Vista to a zero balance and charged the remaining
$1,074,296 to ACE's statement of operations.

                                   F-17<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[2] Significant Accounting Policies [Continued]

[G] Minority Interest [Continued]  - The remaining $211,410 of minority
interest on ACE's balance sheet relates to Vista's minority shareholders
proportionate share of the equity in Vista Italy and Vista Southwest.  On
February 28, 1997 Vista owned 75% of the capital stock of Vista Italy and 94%
of the capital stock of Vista Southwest. 

[H] Foreign Currency Translation - Assets and liabilities stated in functional
currencies other than the U.S. dollar are translated at the year-end exchange
rate and revenues and expenses at the average rate of exchange for the year.
Foreign exchange gains and losses from transactions in currencies other than
the applicable functional currency are reflected in income during the year.
Gains or losses arising on the translation of financial statements give rise
to a cumulative translation adjustment, which is included as a component of
shareholders' deficiency.  

As a result of the Company's translation and consolidation of Vista's
financial statements at February 28, 1997, a balance of $159,431 relating to
foreign currency translation exists.  This amount arises from Vista's European
subsidiaries. 

[I] Offering Costs - Costs associated with public and private offerings by the
Company of its stock have been charged against the proceeds of the offering. 
Any costs associated with an abandoned financing are charged against income in
the year the financing is abandoned. 
 
[J] Revenue Recognition - Revenues for the period March 21, 1996 to February
28, 1997, the period the Company consolidated Vista's results, are recognized
when photorefractive keratectomy related facility and service fees are
performed.  Product development fees in the prior years are included in
discontinued operations and represent charges to third parties for research
and development work performed by the Company and is recorded in the period
the fees are earned. 
 
[K] Stock Compensation - The Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 123,
Accounting for Stock Based Compensation in October 1995.  SFAS No. 123 uses a
fair value based method of accounting for stock options and similar equity
instruments as contrasted to the intrinsic valued based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting
for Stock Issued to Employees.  The Company adopted SFAS No. 123 on March 1,
1996 for financial note disclosure purposes and will continue to apply APB
Opinion No. 25 for financial reporting purposes.

[L] Use of Estimates - The preparation of 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 financial statements and the reported amounts of expenses during the
reporting period.  Actual results could differ from those estimates.  
   
[M] Operations in Foreign Countries - The Company is subject to numerous
factors relating to conducting business in foreign countries (including,
without limitation, economic, political and currency risks), any of which
could have a significant impact on the Company's operations. 
 
[N] Advertising Costs - Advertising costs are expensed as incurred.  The
Company incurred advertising expense of approximately $415,000 for the year
ended February 28, 1997.

                                   F-18
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[2] Significant Accounting Policies [Continued]
   
[O] New Authoritative Pronouncements - The FASB has issued SFAS No. 128,
Earnings Per Share and FASB No. 129, Disclosure of Information About Capital
Structure.  Both are effective for financial statements issued for periods
ending after December 15, 1997.  SFAS No. 128 simplifies the computation of
earning per share by replacing the presentation of primary earnings per share
with a presentation of basic earnings per share.  The statement requires dual
presentation of basic and diluted earnings per share by entities with complex
capital structures.  Basic earnings per share include no dilution and is
computed by dividing income available to common stockholders by the weighted
average number of shares outstanding for the period.  Diluted earnings per
share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per share. 

While the Company has not analyzed SFAS No. 128 sufficiently to determine its
long-term impact on per share reported amounts, SFAS No. 128 should not have a
significant effect on historically reported per share loss amounts. 

SFAS No. 129 does not change any previous disclosure requirements but, rather,
consolidates existing disclosure requirements for ease of retrieval. 

The FASB has issued SFAS No. 130, "Reporting Comprehensive Income."  SFAS No.
130 is effective for fiscal years beginning after December 15, 1997.  Earlier
application is permitted.  Reclassification of financial statements for
earlier periods provided for comparative purposes is required.  SFAS No. 130
is not expected to have a material impact on the Company.  

The FASB has issued SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information."  SFAS No. 131 changes how operating segments are
reported in annual financial statements and requires the reporting of selected
information about operating segments in interim financial reports issued to
shareholders.  SFAS No. 131 is effective for periods beginning after December
15, 1997, and comparative information for earlier years is to be restated. 
SFAS No. 131 need not be applied to interim financial statements in the
initial year of its application.  SFAS No. 131 is not expected to have a
material impact on the Company. 

[3] Investment Securities 
 
Investment securities at February 28, 1997, consisted of equity shares
acquired by the Company in the TCPI asset purchase agreement (see note 1(d)). 
On November 15, 1995, the Company acquired 786,214 common shares of TCPI with
a fair value of $11,919,000 or $15.16 per share.  As of February 28, 1997, the
TCPI stock was trading at $9.125 per share.  In the Company's transaction with
Vista on March 21, 1996, Vista received 200,000 shares of the Company's TCPI
stock as part of the consideration for the purchase of Vista stock at the
company's cost basis of $15.16.  In April 1996, the Company sold 210,000 TCPI
shares for net proceeds of $2,928,697 and recorded a loss of $255,100.  In
January and February 1997, the Company sold 116,214 TCPI shares in open market
transactions for net proceeds of $1,052,931 and recorded a loss of $963,776. 
The actual cost was used in determining the loss on sale of marketable
securities.  As of February 28, 1997, the Company held 260,000 shares of TCPI
stock with a fair market value of $2,372,500 and a recorded unrealized loss of
$ 1,569,000 as a separate component of shareholders' equity.  

                                   F-19
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[4] Property and Equipment
 
Property and equipment are recorded at cost.  Depreciation and amortization
are calculated using the straight-line method over the estimated useful lives
of the assets, ranging from three to ten years.  Fixed assets consisted of the
following at February 28, 1997.

<TABLE>
<CAPTION>
   
February 28,  1997 

<S>                                                 <C>
Excimer lasers and other technical equipment        $    2,861,604
Office Furniture and equipment                             388,031
                                                    -------------- 

Total                                                    3,249,635
Less: Accumulated Depreciation                          (1,154,823)
                                                    --------------

  Net book value                                    $    2,094,812
                                                    ============== 
</TABLE>

The following is a summary of property held under capital leases at February
28, 1997:

<TABLE>
<S>                                                 <C>
Medical Equipment                                   $    3,228,308

Total Property Held Under Capital Leases                 3,228,308
Less: Accumulated Amortization                             952,990
                                                    --------------

  Net Capitalized Lease Obligations                 $    2,275,318
                                                    ==============
</TABLE>

Depreciation and amortization expense for property and equipment and property
held under capital leases was $471,480 for the year ended February 28, 1997.

[5] Long Term Notes Receivable 
 
Notes receivable consist of the following on February 28, 1997: 

<TABLE>
<S>                                                                       <C>
9% Promissory note receivable from VLC-Pacific for the repurchase
   of VLC-Pacific's 500,000 shares owned by Vista, due on the earlier
   of December 31, 1998 or ten days after successful completion of a
   initial public offering by VLC-Pacific - Forward                       $  100,000 
 
9% Promissory note receivable from VLC-Pacific for, repayment
   of advances made by Vista to VLC Pacific due on the earlier of
   December 31, 1998 or ten days after successful completion of a
   initial public offering by VLC-Pacific                                    160,838
 
0% Convertible loan to Millennium Hair Restoration Centers, Inc.
   due of the earlier of December 13, 1997 or the Date which
   Millenium completes of financing of $4 million or more                    150,000
                                                                          ---------- 
 
   Total                                                                  $  410,838
                                                                          ==========
</TABLE>


                                   F-20
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[6] Notes Payable
 
In 1995, the Company issued a $5,000,000 senior secured convertible promissory
note (note 1(e)). The promissory note bore interest at the rate of 10% per
annum, payable semiannually. The principal amount of the note was originally
due and payable in full on June 30, 1996.  

As collateral for the promissory note, the Company pledged substantially all
of the assets acquired from Pharmetrix being held in the Company's subsidiary,
PP Holdings Inc.  The note was satisfied by TCPI (see note 1(e)).

Notes payable consist of the following at February 28, 1997:

<TABLE>
<CAPTION>

Vista Issued Debt:
<S>                                                           <C>

12% convertible promissory notes due to related parties;
maturing June 15, 1998, collateralized by the pledge
of 51% of Vista-Sweden's capital stock  (note 6(a)(i))         $    277,777

12% secured promissory note maturing June 30, 1997,  
collateralized by general security interest in all of 
Vista's assets (note 6 (a)(ii))                                     300,000

Accrued liability to LVCI under a default judgment 
(Note 6(a)(iii))                                                    175,000

VLC-Southwest note payable to related party                          25,000
                                                               ------------
Total                                                               777,777
Less: Current Portion                                              (500,000)
                                                               ------------ 
  Total                                                        $    277,777
                                                               ============
</TABLE>

  i. The principal amount and accrued interest on the 12% convertible
     notes due in 1998 are convertible, at the option of the holder, into
     shares of Vista's common stock at a conversion price of $5.00 per
     share.  These notes are collateralized by 51% of the issued and
     outstanding shares of Vista-Sweden common stock.  Vista-Sweden is
     also committed under a royalty agreement with each noteholder
     expiring on May 31, 1998.  Under the royalty agreements, Vista-Sweden
     will pay royalties to each noteholder for each incremental PRK
     procedure performed by Vista-Sweden during the three years ended May
     31, 1996, 1997 and 1998.  Vista has not accrued any royalties for
     1997 or 1996. 

  ii.     The 12% secured promissory note is collateralized by a security
          interest in all of the assets of Vista.  The 12% promissory note was
          to mature on June 30, 1997.  The holder of the note has verbally
          agreed to extend the term.  Definitive agreements revising the note
          are expected to be executed by April 30, 1998 [See Subsequent Event
          Note 17A].

                                   F-21 
 <PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[6] Notes Payable [Continued]

  iii.    In 1991 and 1993, Vista-Italy and another company in the laser vision
     correction service industry entered into agreements to license
     trademarks and develop territorial marketing strategies. The
     companies exchanged shares of their respective common stock as
     consideration under the agreements.  In 1993, the other party filed
     suit for termination of these agreements and a default judgment was
     entered in their favor.  In connection with this judgment,
     Vista-Italy canceled the shares of the common stock Vista-Italy had
     issued in the exchange, wrote-off the value of the other company's
     shares which had been issued to Vista-Italy and recorded an accrued
     liability for $175,000 equal to the principal amount of the default
     judgment.  The plaintiff has instituted legal proceedings in Italy
     seeking to collect the cash portion of its default judgment plus
     interest and costs. 

There were no restrictions or covenants on the note agreements. 

[7] Long-Term Debt 
  
Long-term debt consists of the following as of February 28, 1997: 

<TABLE>
<S>                                                            <C>

Vista Issued Debt 

Note payable with interest accrued quarterly at 18% 
per annum; payments of approximately $43,191 due  
quarterly; maturing June 30, 2000; collateralized 
by laser equipment                                             $    465,114

Note payable with interest accrued monthly at 10% per annum; 
payments of approximately $22,003 due quarterly; maturing 
January 10, 1999; collateralized by laser equipment                 233,014

Note payable with interest accrued monthly at 10% per annum; 
payments of $9,898 due quarterly; maturing June 30, 1999; 
collateralized by laser equipment                                   245,765

Note payable with interest accrued monthly at 10% per annum; 
payments of $7,442 due monthly; maturing January 1999; 
collateralized by laser equipment                                   193,145
                                                               ------------

Total                                                             1,137,038
Less: Current Portion                                              (370,373)
                                                               ------------

  Total                                                        $    766,665
                                                               ============

</TABLE>

There are no restrictions or covenants on the note agreements.

                                   F-22
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[7] Long-Term Debt [Continued]
 
Future maturities of long-term debt are as follows for the years ended
February 28: 

<TABLE>
<S>                                                            <C>
 
1998                                                           $    370,373
1999                                                                416,430
2000                                                                299,911
2001                                                                 50,324
                                                               ------------
  Total                                                        $  1,137,038
                                                               ============
</TABLE>

[8] Fair Value of Financial Instruments
 
The carrying value of notes payable included in current liabilities
approximates fair value because of their short maturities.  The carrying
amount of long term notes receivable, notes payable and notes payable related
party included in non-current liabilities approximates their fair value
because they bear interest at a rate that approximates the Company's cost of
capital. 

[9] Leases, Commitments and Contingencies

Vista leases equipment, vehicles and office space under non-cancelable
operating leases and leases certain equipment under capital leases. 
 
As of February 28, 1997, future minimum lease payments under operating and
capital leases are as follows: 

<TABLE>
<CAPTION>
                      Operating
                    Vehicles and      Laser          Capital
                      Equipment      Centers         Leases         Total
                    ------------   -----------    -----------     -----------
<S>                 <C>            <C>            <C>           <C>
 
1998                 $   91,794     $  208,125     $   720,512    $ 1,020,431
1999                     46,548        166,521         720,512        933,581
2000                     25,881        168,601         491,009        685,491
2001                         --        170,743         352,650        523,393
2002                         --        172,950          87,863        260,813
                     -----------    ----------     -----------    -----------
Total Minimum
  Lease Payments     $   164,223    $  886,940     $ 2,372,546    $ 3,423,709
                     ===========    ==========     ===========    ===========

Amount representing
  interest (22%)                                                   (1,038,267)

Present value of net
  minimum Lease payments                                            1,334,279
Less Current Portion                                                 (274,510)
                                                                  -----------

  Total                                                           $ 1,059,769
                                                                  ===========
</TABLE>

Rent expense relating to operating leases totaled approximately $254,000 for
the year ended February 28, 1997.

                                   F-23
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[9] Leases, Commitments and Contingencies [Continued]

Facilities and Equipment Lease Guarantees for VLC- Northeast 
 
Vista has executed guarantees of certain equipment lease and premises lease
obligations of VLC-Northeast, subject to the agreement of VLC-Northeast to use
its best efforts to obtain a release of such guarantees in the event of a
change in control of VLC-Northeast or should Vista successfully complete a
private placement offering of at least $2 million, failing which VLC-Northeast
will agree to indemnify the Company for any liabilities incurred as a result
of the guarantees.   The equipment lease guarantee executed on October 25,
1996 is for a VISX Star laser system with an initial value of $809,000.  The
equipment is to be used exclusively by VLC-Northeast in Toronto, Ontario, and
VLC-Northeast is primarily obligated to make all equipment lease payments. 
Vista does not own a beneficial interest in the equipment or in proceeds from
the  use of the equipment.  The premises lease executed on March 21, 1996 is
for a rental of approximately $9,058 per month expiring on May 14, 2006. 

Insurance and Indemnification

Use of laser systems by health care professionals using laser equipment and
other laser vision correction services may give rise to claims against the
Company or its affiliates by persons alleging injury.  The Company's
subsidiaries generally do not currently have malpractice liability insurance
due to limited capital resources.

The Company believes that claims alleging defects in laser systems will be
covered by manufacturers' warranties and the manufacturer's product liability
insurance, and that the Company and its affiliates could take advantage of
such insurance by adding such suppliers to potentially adverse lawsuits. 
There can be no assurance that laser suppliers will carry product liability
insurance or that any such insurance will be adequate to protect the Company.

Generally speaking, the policy of the Company's operating subsidiaries and
regional joint ventures is to require that ophthalmologists who perform laser
procedures by use of laser vision correction equipment maintain their own
professional liability insurance.
 
Lease commitments relating to abandoned equipment 
 
On November 15, 1996, Vista entered into an equipment lease for a VISX 20/20B
excimer laser system with an initial value of $267,500, which represents the
total lease payments of $317,145 less interest of $76,395.  The equipment was
leased for the benefit of London Place Eye Center, Inc. ("LPEC"), an affiliate
of Dr. Donald G. Johnson, former Chairman of the Board and a former director
of Vista.   LPEC has guaranteed the obligations of the Vista under this
equipment lease.  The equipment is to be used exclusively by LPEC in British
Columbia, and LPEC has agreed to make all equipment lease payments.  Vista
will not own a beneficial interest in the equipment or in proceeds from use of
the equipment unless LPEC defaults in its obligations to make equipment lease
payments.  The Company reflects the lease obligation of $251,533 and a
long-term receivable from the related party of $248,021 at February 28, 1997 
 
On October 19, 1996, Vista and LPEC executed a lease guarantee for an
equipment lease entered into by VLC-Northwest for a VISX Star laser system
with an initial value of $525,000, which represents the minimum future lease
payments of $720,000 less interest of $247,500.  The equipment was leased for
the benefit of LPEC.  The equipment is to be used exclusively by LPEC in
British Columbia, and LPEC has agreed to make all equipment lease payments. 
Vista and VLC-Northwest will not own a beneficial interest in the equipment or
in proceeds from use of the equipment unless LPEC defaults in its obligations
to make equipment lease payments. Vista reflects the lease obligation of
$514,366 and a long-term receivable from the related party of $485,041 at
February 28, 1997. 

                                   F-24 
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[9] Leases, Commitments and Contingencies [Continued]

Lease Commitments Relating to Abandoned Equipment [Continued]

On March 29, 1996, Vista signed a lease guarantee for an equipment lease by
LPEC of a VISX Star laser system with an initial value of $450,000.  Vista
does not own a beneficial interest in the equipment or in proceeds from use of
the equipment.

Vista entered into these equipment lease arrangements as an accommodation to
LPEC during the course of continuing negotiations for the purchase of LPEC
Vista subject to obtaining additional financing required to make such an
acquisition.  Negotiations to acquire LPEC were terminated in late 1996 and
Vista remains contingently liable as to the lease obligations and guarantee.

Litigation with Former Officers as to Severance Obligations 
 
In June 1997, Vista was named as the defendant in a civil action filed in
California state court by two former executive officers.  The complaint
alleges that Vista breached written employment agreements with each of the two
executives, both of whom were terminated as employees of Vista on March 6,
1997, and seeks damages of $231,073 plus interest and costs for Vista's former
President, damages of $241,902 plus interest and costs for the Vista's former
Executive Vice President, and restoration of stock options previously issued
to the executives under the terms of their employment agreements.  

Vista's written employment agreement with its former President provided he
would be entitled to severance benefits if his employment was involuntarily
terminated, other than for cause, death or disability, equal to (i) a lump-sum
payment equal to his annual base salary of $175,000, (ii) continuation of
insurance benefits for life, health, dental and long-term disability for a
period of 12 months after employment termination, and (iii) continued vesting
of his outstanding stock options for a period of 12 months after employment
termination. Vista's written employment agreement with its former Executive
Vice President provided he would be entitled to severance benefits if his
employment was involuntarily or constructively terminated, other than for
cause, death or disability, equal to (i) a lump-sum payment equal to his
annual base salary of $175,000, and (ii) continuation of insurance benefits
for life, health, dental and long-term disability for a period of 12 months
after employment termination.

Vista intends to vigorously contest claims of the plaintiffs for damages based
upon Vista's claim that their employment was terminated for cause.  However,
these proceedings are at a preliminary stage and no discovery has taken place. 
Special counsel engaged to represent Vista accordingly has advised it cannot
render an opinion as to whether the likelihood of an adverse determination
would be remote, reasonably possible or probable, until discovery proceedings
have been conducted.  Vista has accrued a liability for these legal
proceedings.  An adverse determination in these proceedings would have a
material adverse effect on the current financial condition of Vista. 

Legal Judgement
 
In 1991 and 1993, Vista-Italy and another company in the laser vision
correction service industry entered into agreements to license trademarks and
develop territorial marketing strategies. The companies exchanged shares of
their respective common stock as consideration under the agreements.  In 1993,
the other party filed suit for termination of these agreements and a default
judgment was entered in their favor.  In connection with this judgment,
Vista-Italy canceled the shares of  the common stock Vista-Italy had issued in
the exchange, wrote-off the value of the other company's shares which had been
issued to Vista-Italy and recorded an accrued liability for $175,000 equal to
the principal amount of the default judgment.  The plaintiff has instituted
legal proceedings in Italy seeking to collect the cash portion of its default
judgment plus interest and costs.

                                   F-25
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[9] Leases, Commitments and Contingencies [Continued]

Other Litigation 
 
Vista and the Company, from time to time, may be a defendant in various legal
proceedings other than that noted above.  In particular, a case was dismissed
without prejudice  which alleged damages for economic interference and which
sought injunctive relief preventing Vista from being affiliated with a certain
doctor.  However, such dismissal leaves open the possibility that the claims
can be re-filed in the future.  In the opinion of management, the final
outcome of any such current proceedings will not have a material effect on the
financial position, results of operations, or cash flows of Vista and the
Company.  Management's opinion of the above proceedings, however, may change
in the near term due to the uncertainty of the legal process.

[10] Capital Stock 
 
Stockholders' equity has been retroactively restated to reflect the
reorganization with ACE for the periods presented. These transactions resulted
in the elimination of the 16,541,570 ordinary shares of Pharma Patch and
created 1,654,157 shares of common stock (one share of ACE common stock for
every 10 Ordinary shares of Pharma Patch) in ACE with a par value of $16,542. 
As a result of the difference between Pharma Patch's ordinary shares issued at
par value ($2,343,914) and ACE's common stock issued at par value ($16,542)
the premium in excess of par value increased by $2,327,372  (Pharma Patch's
par value per ordinary share was Irish Pounds .01 and ACE's par value per
common share is US$ .01).  All per share amounts in this report have been
restated to reflect this reorganization.   However, retained earnings was not
restated as no assignment is required as a result of the restructuring. 

The authorized and issued Common Shares of ACE for the 1997 and 1996 fiscal
years are as follows:
   
Authorized -The Company has authorized 50,000,000 Common Shares, par value
$.01 representing an aggregate value of $500,000.

<TABLE>
<CAPTION>
                                                                 Premium in
                                           Number                 Excess of
                                         of Shares   Par Value    Par Value         Total
                                        ----------  ----------  ------------    ------------
<S>                                     <C>         <C>         <C>             <C>

  Balance at February 29, 1996          1,141,063      11,411     17,649,925      17,661,336

Payment of professional fees (i)           63,874         639        322,597         323,236
Shares issued to acquire 900,000
  Shares of Vista's outstanding
  common stock (ii)                       450,000       4,500      2,245,500       2,250,000
Private placement (iii)                    60,000         600        299,400         300,000
Share issuance costs (iv)                      --          --       (126,705)       (126,705)
Return of shares                          (60,780)       (608)           608              --
                                        ---------   ---------   ------------    ------------ 
  Balance February 28, 1997             1,654,157   $  16,542   $ 20,391,325    $ 20,407,867
                                        =========   =========   ============    ============ 
</TABLE>

                                   F-26
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[10] Capital Stock [Continued]

  (i)       During fiscal 1997, the Company issued 63,874 shares in lieu of
     cash payments of $323,236 to various professionals for services
     rendered 
 
  (ii)      On March 21, 1996, the Company issued 450,000 shares to three
     investors as consideration for 900,000 shares of Vista 
 
  (iii)     During fiscal 1997, the Company completed a private placement and
     issued 60,000 shares for cash consideration of $300,000.

  (iv)      The Company paid  $126,706 in commissions relating to its total
     private placement.  Of the $126,706,  the Company issued $103,600
     in stock as consideration and the balance of $23,106 was paid in
     cash.   

  (v)       The reorganization of the Company resulted in the shareholders of
     Pharma Patch receiving one common share in Ace for every ten
     ordinary shares held in Pharma Patch immediately prior to the
     transaction.  ACE common shares have a par value of $ .01 each. 
     All stock options of Pharma Patch were canceled as a result of the
     reorganization.  There are currently no stock options issued for
     ACE.

  (vi)      On December 18, 1996, ACE offered to the holders of Pharma Patch's
     outstanding Class A, Class B, Class C and/or Class D Warrants the
     opportunity to exchange up to 32,023 shares of common stock of ACE
     at a rate of one ACE share for each 100 Class A, B, C and D
     Warrants.  The exchange offer expired on May 30, 1997 and as a
     result 15,230 shares of ACE were issued to holders of Pharma Patch
     warrants.

[11] Earnings (Loss) Per Share
 
The net earnings (loss) per share calculations are based on the weighted
average number of shares outstanding during the year.
   
EPS calculations for fiscal 1997 has been restated to reflect the
reorganization between Pharma Patch and ACE. 

[12] Income Taxes
 
Deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, and (b) operating loss
and tax credit carryforwards.  ACE had research and development expenses not
claimed for income tax purposes of approximately $2,870,000, available to
reduce taxable income of ACE in future years. Due to the significant
uncertainty relating to the Company's ability to utilize these expenses to
offset taxable income, valuation allowances are recognized to offset all of
the deferred tax assets relating to these expenses. These unclaimed research
and development expenses may be carried forward indefinitely for income tax
purposes.  

                                   F-27
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
[12] Income Taxes [Continued]

Vista has net operating losses carryforwards totaling approximately
$8,200,000, which expire between the years 2007 and 2012.  As of February 28,
1997, ACE may not have available the Vista NOL's to offset against future ACE
taxable income, however, Vista's NOL are available against future Vista
income. Vista's use of these carryforwards may be limited by Section 382 of
the Internal Revenue Code. 

ACE is not required to file a US consolidated income tax return.  Accordingly,
the net operating loss carryforwards of Pharma Patch may not be available to
reduced future taxable income as a result of the Company's reorganization in
January of 1997 [See Note 1C].

[13] Related Parties  
 
[A] Stockholder Agreement - In 1993, the Company entered into an agreement,
which expires on December 31, 2011, with a stockholder whereby the Company has
granted the licensee certain production and distribution rights to a
technology that the Company still owns after the TCPI transaction, but which
is not expected to be pursued for commercialization.  No fee revenue was
recognized in fiscal 1997 and 1996.  

[B] Vista's Agreements with Refractive Services-800, Inc. - From July 1995
through June 1996, a foreign corporate investor named Refractive Services-800,
Inc. provided at least $100,000 in initial seed capital to each of five
Regional Joint Ventures (for an aggregate investment of $520,000) to finance
initial organizational expenses and costs of negotiating agreements with
vision care professionals and seeking additional financing.  In exchange for
that investment, and in view of the high risks associated with a start-up
enterprise, Refractive Services-800, Inc. received shares of a 10% Series A
convertible preferred issue of the Regional Joint Venture with a liquidation
preference equal to five times its cash investment in four Regional Joint
Ventures and six times its cash investment in one other Regional Joint
Venture.

Vista has been advised that a former chief executive officer of the Company,
Mr. Jac. J. Lam, renders financial advisory services to Refractive Services-
800, Inc.  Certain other clients of Mr. Lam and an entity owned by Mr. Lam,
Quintillion B.V., have previously invested in debt and equity securities of
Vista and ACE.

Vista negotiated an agreement effective July 18, 1996 to acquire the Series A
preferred shares owned by Refractive Services-800, Inc. in all five of these
Regional Joint Ventures in exchange for 520,000 shares of Vista common stock. 
In addition, Vista agreed to purchase all of the capital stock in Refractive
Services 800 Corp., a Nevada corporation, for $50,000 from Refractive
Services-800, Inc.  Refractive Services-800, Inc. organized Refractive
Services 800 Corp. to acquire rights to, and offer the use of, certain 800 and
900 telephone numbers for telemarketing purposes at the election of Regional
Joint Ventures.

In assigning value to the Company's common stock issued to Refractive
Services-800, Inc., Vista gave consideration to an independent appraisal
obtained on the value of the consideration received from the Regional Joint
Ventures in exchange for Vista's common stock, the estimated market value of
Vista's common stock based upon recent private placements, the quoted price of
Vista's common stock in the over-the-counter market, and the voting and other
restrictions on the issued stock.

[C] Agreement to Purchase Assets and Assume Lease Obligations  - On February
1, 1996, Vista entered into an asset purchase and lease assumption agreement
with a related party for an excimer laser system. The purchase price for the
asset was $75,000 in cash, a $96,591 promissory note with annual interest at
8% originally due May 31, 1996, and the assumption of outstanding obligations
under the existing lease on the laser, including future lease payments not to
exceed $328,409.  Subsequent to February 1, 1996, Vista replaced this laser
with newer technology resulting in a charge to the statement of operations in
the amount of $446,636 for the impairment of an idle asset.  As of March 31,
1997, $80,000 of the note payable for $96,591 had been paid.  The balance of
the note has been forgiven.
                                   F-28<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[13] Related Parties [Continued]

[D] Agreements with Executive Officers - On January 31, 1996, Vista hired a
new chief executive officer who was granted five-year options to purchase
300,000 shares of common stock under Vista's 1994 Stock Option Plan
exercisable at $2.50 per share.  On October 22, 1996, Vista also granted this
officer a five-year option to purchase 600,000 shares of common stock under
Vista's 1994 Stock Option Plan exercisable at $2.625 per share in anticipation
of a proposed financing.  The services of this employee were terminated for
cause in March 1997 and, therefore, these options were canceled.

Effective November 1, 1996, Vista hired a new chief operating officer who was
granted a five-year option to purchase 500,000 shares of common stock under
Vista's 1994 Stock Option Plan exercisable at $2.75 per share and purchased
for the sum of $100 a total of 100,000 Class G nontransferable common stock
purchase Warrants exercisable until December 31, 2001, unless earlier called
for redemption, at an exercise price of $2.625 per share.  The services of
this employee were terminated for cause by the Company in March 1997 and,
therefore, these options were canceled.

The exercise price of options and warrants were equal to or above the fair
market value of the common stock at the date of grant.

[E] Long-term Receivable - Related Party - Vista and a wholly-owned subsidiary
are parties to two lease agreements for two excimer vision correction lasers. 
Vista is not using the lasers, nor does Vista receive any benefit from the
procedures performed on these lasers.  The lasers are in the possession of a
company formerly affiliated with Vista as a Regional Joint Venture company. 
As Vista is party to the leases, the lease obligations are reflected on the
Company's financial statements as current and as long-term debt.  The lease
payments are guaranteed and made by the formerly affiliated Regional Joint
Venture company directly to the lessor.  The Company reflects the lease
obligations of $765,899 and a Long-Term Receivable from the related party of
$733,062 at March 31, 1997.

[14] The 1996 Stock Option Plan

On February 2, 1996, the Company's Board of Directors proposed the 1996 Stock
Option Plan [Option Plan] that was approved by the stockholders of the Company
in February 1996.  The purpose of the Option Plan is to permit the Board or a
Committee of the Board the flexibility of granting options of the Company's
common stock in lieu of cash to compensate officers, directors, employees and
other individuals acting as professionals, consultants and/or advisers to the
Company for services rendered to the Company and its subsidiaries.  A total of
350,000 shares of common stock are available for payment of compensation under
the Option Plan. No awards under the Option Plan have been made.
 
[15] Foreign Segment Operations 
  
The Company's operations are in a single industry, providing PRK treatments
and laser surgical procedures to patients through the establishment and
operation of eye clinics. 
  
The Company's headquarters is located in Bermuda, and all material operating
assets of the Company and the Company's subsidiary's are located in the United
States, Italy and Sweden. 
 
Revenue by geographic areas is as follows:

<TABLE>
<S>                                      <C> 

United States                            $    287,039
Foreign (Western Europe)                    3,198,628
                                         ------------
                                         $  3,485,667
                                         ============
</TABLE>

                                   F-29
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[15] Foreign Segment Operations [Continued]

Net income (loss) by geographic areas is as follows:

<TABLE>
<S>                                      <C> 

United States                            $ (12,660,480)
Foreign (Western Europe)                       114,361
                                         -------------
  Totals                                 $ (12,546,119)
                                         =============
</TABLE>

Identifiable assets by geographic areas are as follows:

<TABLE>
<S>                                      <C> 

United States                            $   5,410,019
Foreign (Western Europe)                     2,708,875
                                         -------------
  Total                                  $   8,118,894
                                         =============
</TABLE>

[16] Fourth Quarter Adjustments 
  
During the fourth quarter of fiscal 1997, the Company recorded the following
year-end adjustments which it believes are material to the results of that
quarter:

<TABLE>
<S>                                                           <C>

Accrual for closing of Vista's California facilities          $   200,000
Accrual for severance litigation costs relating to Vista          250,000
                                                              -----------
  Total                                                       $   450,000
                                                              ===========
</TABLE>

[17] Subsequent Event

[A] Promissory Note - Vista has been negotiating with the holder of a 12%
promissory note for $300,000 who has verbally agreed to extend the maturity
date of the 12% promissory note. Definitive agreements for the 12% promissory
note extension are being prepared and management anticipates that they will be
executed by April 30, 1998.

[B] First American AMO - In May 1997, Ace entered into an agreement to form a
new corporation, First American AMO ["AMO"], which is located in Palm Harbor,
Florida.  Ace agreed to fund AMO up to $450,000 prior to separate outside
funding of AMO.  Ace owns 83% of the issued and outstanding common stock of
AMO upon signing of this agreement.  AMO is an automotive maintenance
organization that improves the efficiencies of fixing a car.

[C] Sale of Marketable Securities - Between March 1, 1997 and July 3, 1997,
the Company sold 35,000 shares of TCPI common stock with net proceeds to the
Company of approximately $360,000.

[18] Subsequent Events [Unaudited]

[A] Shares fraudulently Issued - On December 12, 1997, management of the
Company discovered that its former U.S. counsel, fraudulently caused 960,000
newly issued and freely-tradeable shares of the Company's common stock to be
issued without the prior authorization or knowledge of the Company's board of
directors and management to his affiliate or to his brokerage account in
Canada, during the period from March 25, 1997 through July 31, 1997.  The
Company's legal counsel believes that it is probable the Company will incur a
loss contingency for the 960,000 shares of its common stock fraudulently
issued without consideration at the sole instructions of the former counsel. 
The Company is seeking a judgement for compensatory damages in the amount of
approximately $750,000 in legal fees and costs paid by the Company to the
former counsel during the period from 1993 to 1997 while he fraudulently
represented himself to be a licensed attorney, damages for the 960,000
fraudulently issued shares of the Company's common stock, and other
compensatory, punitive and exemplary damages.

                                   F-30
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[18] Subsequent Events [Unaudited] [Continued]

[A] Shares fraudulently Issued [Continued] - The Company has assigned a value
of $400,000 for the 960,000 shares fraudulently issued and will charge
operations with the value calculated using the market value on the day the
shares were issued.  It's the Company's intention to pursue legal action where
it will seek the return and cancellation of these 960,000 shares or other
restitution equivalent to the estimated fair value of the 960,000 shares.

Based upon extensive investigation of documents and other information provided
to counsel with respect to these proceedings, it is counsel's opinion that the
Company has meritorious causes against the former counsel and it is also their
opinion that it is probable the Company ultimately will be successful in
obtaining final judgments in the Company's favor against the former counsel
for an amount in excess of $1,250,000.  The ability of the Company to realize
on any such judgements, if successfully obtained, will be dependent upon the
Company's ability to locate and levy upon assets of the former counsel.  At
hearings held in December 1997 and January 1998, orders of preliminary
injunction were issued by a U.S. Federal district court and a court in British
Columbia restraining the transfer of assets from accounts with any financial
institutions maintained by the former counsel and certain corporate entities
controlled by the former counsel.  Pursuant to those orders, approximately
$220,000 of cash and securities in accounts maintained by Mr. Quinn have been
frozen.  The former counsel has filed responsive pleadings in the litigation
proceeding denying liability. 

In addition, the Company is investigating potential claims against other third
parties than may have aided and abetted the former counsel with respect to the
one or more of the causes of action asserted by the Company in the litigation
proceedings.  In addition to the former counsel and two entities believed to
be under his control, the Company's transfer agent has been named and served
as a defendant in the litigation proceedings.  A motion to dismiss the
proceedings against the transfer agent was denied by the federal district
court in this case, and the transfer agent has filed an answer denying
liability.  Based upon the information obtained, it is counsel's opinion it is
probable the Company has a meritorious cause of action against the transfer
agent.

[B] Asset Purchase Agreement - In July 1997, Vista Southwest entered into an
asset purchase and lease assumption agreement whereby Vista Southwest agreed
to purchase certain equipment for a total purchase price of $411,860,
consisting of $50,000 in cash payments, $361,860 in a promissory note with
annual interest of 8%.  The principal and interest on the note is due the
earlier of June 30, 1999 or 30 days following the close of an offering of
securities of Vista Southwest or Vista Technologies, Inc. with net proceeds of
not less than $2,000,000.  The estimated fair value of the acquired equipment
is $120,000.  Therefore, goodwill of approximately $292,000 was recorded on
this transaction.

Also in July 1997, ICON Vision Centers, Inc., a wholly owned subsidiary of the
Company, entered into an asset purchase agreement to purchase certain fixed
assets and inventory for a total purchase price of $128,000, consisting of
$25,600 in cash and a $102,400 noninterest bearing promissory note  The note
has monthly payments of $3,200 and will be paid in full by April 30, 2000. 
The estimated fair value of the inventory and fixed assets is approximately
$50,000.  Therefore, goodwill of approximately $78,000 was recorded on this
transaction.

[C] Sale of TCPI Marketable Securities - Between July 4, 1997 and December 31,
1997, the Company sold an additional 140,050 shares of TCPI common stock with
net proceeds to the Company of approximately $1,316,000.  Proceeds were
utilized for operations and to purchase additional investments through
December 31, 1997.  The sale of TCPI stock subsequent to March 1, 1997
resulted in a net loss of approximately $1,000,000 for the Company.  As of
February 28, 1998, the Company had 43,850 shares of TCPI.

[D] Additional Debt Financing -  Subsequent to year end, ACE opened a margin
account with its broker and borrowed funds against its holdings of TCPI
shares.  At February 28, 1998, there was no balance owing on the margin
account.
                                   F-31<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

[19] Other Matters - Predecessor Auditor

The February 29, 1996 financial statements were previously audited with an
auditor's report dated May 9, 1996.  On March 20, 1998, the predecessor
auditor informed the Company that they would not re-release the auditor's
report.


                      . . . . . . . . . . . . . . . .









                                   F-32


<PAGE>
                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
       AT FEBRUARY 29, 1996 AND FOR THE YEAR ENDED FEBRUARY 29, 1996

         [NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS]


<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                <C>

Consolidated Financial Statements:

    Consolidated Statement of Operations .....................      F-34

    Consolidated Statement of Shareholders' Equity ...........      F-35

    Consolidated Statement of Cash Flows .....................      F-36


</TABLE>



                                   F-33


<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED FEBRUARY 29, 1996
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------
         [NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS]

<TABLE>
<CAPTION>
<S>                                                             <C>

Revenues ...................................................    $         --
                                                                ------------
Operating Expenses:
  Administrative ...........................................       1,798,524
  Foreign Exchange .........................................           2,285
                                                                ------------
  Total Operating Expenses .................................       1,800,809
                                                                ------------
  Loss from Continuing Operations ..........................      (1,800,809)
                                                                ------------   
Other Income and [Expenses]:
  Other Income .............................................          76,019
  Other Expenses ...........................................          (3,893)
                                                                ------------
  Total Other Income and [Expenses] ........................          72,126
                                                                ------------
  Loss Before Discontinued Operations ......................      (1,728,683)
                                                                ------------
Discontinued Operations:
  Loss from Discontinued Operations ........................      (2,593,468)
  Gain of Sale of Business Segment .........................      16,412,827
                                                                ------------
  Gain on Discontinued Operations ..........................      13,819,359
                                                                ------------
  [Loss] Income Before Equity Investee
    and Minority Interest Income [Loss] ....................      12,090,676

Equity Investee Income [Loss] ..............................              --
                                                                ------------
  [Loss] Income Before Minority Interest
    Income [Loss] ..........................................      12,090,676
Minority Interest Loss .....................................              --
                                                                ------------

  Net [Loss] Income ........................................    $ 12,090,676
                                                                ============
Per Share Common Stock:
  Loss from Continuing Operations ..........................    $      (2.15)
  Discontinued Operations ..................................    $      17.20
  Net Earnings [Loss] ......................................    $      15.05

  Weighted Average Number of Ordinary Shares Outstanding ...         803,327

</TABLE>

See Notes to Consolidated Financial Statements included elsewhere herein.

                                   F-34
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED
FEBRUARY 29, 1996
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

         [NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS]

<TABLE>
<CAPTION>
                       Capital Stock                       Foreign      Unrealized
                   --------------------     Premium in     Currency        Gain                         Total
                    Number of               Excess of     Translation   [Loss] on     Accumulated    Shareholders'
                      Shares     Amount     Par Value      Adjustment   Investments      Deficit        Equity
                   ----------   --------   ------------   -----------   -----------   ------------   -------------
<S>                <C>          <C>        <C>            <C>           <C>           <C>            <C>

Balance - 
February 28, 1995     574,025   $  5,741   $ 13,626,342   $        --   $        --   $(18,340,304)  $  (4,708,221)

Issuance of Stock:

  Payment of
   Professional Fees   69,037        690        601,214            --            --             --         601,904

  Payment of
   Accrued Salaries    80,404        804        498,519            --            --             --         499,323

  Private Placement   324,940      3,249      2,433,549            --            --             --       2,436,798

  Shares Issuance
   Costs                   --         --       (250,022)           --            --             --        (250,022)

  Officers and
   Directors           92,657        927        740,323            --            --             --         741,250

Foreign Currency
  Translation
  Adjustment               --         --             --        (6,518)           --             --          (6,518)

Net Earnings               --         --             --            --            --     12,090,676      12,090,676

Unrealized Gain
  on Investments           --         --             --            --     3,176,108             --       3,176,108
                   ----------   --------   ------------   -----------   -----------   ------------   -------------

Balance - 
February 29, 1996   1,141,603     11,411     17,649,925        (6,518)    3,176,108     (6,249,628)     14,581,298
                   ==========   ========   ============   ===========   ===========   ============   =============
</TABLE>


See Notes to Consolidated Financial Statements included elsewhere herein.

                                   F-35
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 29, 1996
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

         [NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS]

<TABLE>
<CAPTION>

<S>                                                             <C>
Operating Activities:
  Net Income ...............................................    $ 12,090,676
                                                                ------------

  Adjustments to Reconcile Net Income to Net
    Cash [Used for] Operating Activities:
    Depreciation and Amortization ..........................         253,958
    Noncash Expenses .......................................       1,842,478
    Write-Down of Fixed Assets .............................           9,900
    Gain on Sale of Business ...............................     (16,412,827)

Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable - Trade ............................          18,910
    Prepaid Expenses .......................................          47,298

  Increase [Decrease] in:
    Accounts Payable - Trade ...............................          (5,275)
    Accrued Expenses .......................................         296,854
    Other Liabilities ......................................           3,485
                                                                ------------

  Total Adjustments ........................................     (13,945,219)
                                                                ------------

  Net Cash - Operating Activities - Forward ................      (1,854,543)
                                                                ------------

Investing Activities:
  Purchase of Fixed Assets .................................    $    (50,658)
  Cash Acquired in Investment in Vista .....................        (251,500)
                                                                ------------

  Net Cash - Investing Activities - Forward ................    $   (302,158)
                                                                ------------

</TABLE>

See Notes to Consolidated Financial Statements included elsewhere herein.


                                   F-36
<PAGE>
ATLANTIC CENTRAL ENTERPRISES LIMITED
-----------------------------------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 29, 1996
[EXPRESSED IN U.S. DOLLARS]
-----------------------------------------------------------------------------

         [NOT COVERED BY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS]

<TABLE>
<CAPTION>

<S>                                                             <C>

  Net Cash - Operating Activities - Forwarded ..............    $ (1,854,543)
                                                                ------------

  Net Cash - Investing Activities - Forwarded ..............        (302,158)
                                                                ------------

Financing Activities:
  Shares Issued for Cash ...................................       2,186,778
                                                                ------------

  Net Cash - Financing Activities ..........................       2,186,778
                                                                ------------

Effective of Exchange Rate Change in Cash
  and Cash Equivalents .....................................              --
                                                                ------------

  Net Increase in Cash and Cash Equivalents ................          30,077

Cash and Cash Equivalents - Beginning of Year ..............         638,745
                                                                ------------

  Cash and Cash Equivalents - End of Year ..................    $    668,822
                                                                ============


Supplemental Disclosures of Cash Flow Information:            
  Cash paid during the year for:
    Interest ...............................................    $    250,000
    Income Taxes ...........................................    $         --

</TABLE>







See Notes to Consolidated Financial Statements included elsewhere herein.



                                   F-37




<PAGE>
                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 26, 1998

        ATLANTIC CENTRAL ENTERPRISES LIMITED
              (Registrant)


        By: /s/ Patrick J. Rooney
            ---------------------------------
            Patrick J. Rooney, 
              President and Chief Executive Officer
              (principal executive officer; principal financial officer;       
               principal accounting officer)


  Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

    Signature                       Capacity                 Date
-----------------------           ------------          ----------------
<S>                               <C>                   <C>


/s/ Patrick J. Rooney                                    March 26, 1998
------------------------          Director; President
Patrick J. Rooney                 and Chief Executive
                                  Officer


/s/ Jeffrey D. Dickson                                   March 26, 1998
------------------------          Director
Jeffrey D. Dickson



------------------------          Director
Patrick J. O'Sullivan


</TABLE>