<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
<TABLE>
<C>        <S>
(MARK ONE)
    [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
           THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
                                       OR
   [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
           THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM ____________ TO ____________
                           COMMISSION FILE NO. 1-10397
</TABLE>
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                              <C>
                   DELAWARE                                        33-0244136
 (State or other jurisdiction of incorporation
                or organization)                     (I.R.S. Employer Identification Number)
        6100 HOLLYWOOD BLVD., STE. 700                                33024
              HOLLYWOOD, FLORIDA                                   (Zip Code)
   (Address of principal executive offices)
</TABLE>
 
                                 (954) 967-2397
               Registrant's telephone number, including area code
 
          Securities registered pursuant to Section 12(b) of the Act:
 
                          Common Stock, $.01 par value
                              Title of each class
 
                            New York Stock Exchange
                   Name of each exchange on which registered
 
     Securities registered pursuant to Section 12(g) of the Act: None
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  [X]  No
---
 
     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of December 12, 1996 is approximately $12,533,402. For
purposes of making this calculation only, the Registrant has defined
"affiliates" as including all officers, directors and beneficial owners of more
than 10% of the outstanding Common Stock of the Registrant.
 
     The number of shares of the Registrant's Common Stock outstanding as of
December 12, 1996: Common Stock, $.01 par value, 67,047,392 shares.
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]
 
     Exhibit Index is on page   .
================================================================================
<PAGE>   2
 
                                     PART I
 
FOREWORD
 
     THE INFORMATION SET FORTH HEREIN IS BASED PRIMARILY ON HISTORICAL
INFORMATION. TO THE EXTENT THAT THIS ANNUAL REPORT ON FORM 10-K INCLUDES
FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS INVOLVE UNCERTAINTY AND RISK, AND
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE REFLECTED IN SUCH
FORWARD-LOOKING STATEMENTS. A LIST OF THOSE FACTORS WHICH MANAGEMENT BELIEVES
COULD ADVERSELY AFFECT THE ACTUAL RESULTS IS SET FORTH IN A SECTION IMMEDIATELY
FOLLOWING THE DESCRIPTION OF AMERIQUEST'S BUSINESS IN THIS PART I UNDER THE
CAPTION "SPECIAL FACTORS TO BE CONSIDERED."
 
ITEM 1.  BUSINESS.
 
THE COMPANY
 
     AmeriQuest Technologies, Inc., a Delaware corporation ("AmeriQuest" or the
"Company"), maintains its principal executive offices at 6100 Hollywood Blvd.,
Ste. 700, Hollywood, Florida 33024, and its telephone number is (954) 967-2397.
AmeriQuest historically has conducted its business through its subsidiaries.
However, on July 31, 1996, all of its first-tier subsidiaries were merged into
AmeriQuest, except for CMS Enhancements, Inc. ("CMS Enhancements") and
AmeriQuest/Kenfil Inc. ("Kenfil"). Accordingly, the description of AmeriQuest's
business set forth below does not address the historical business of each
subsidiary individually.
 
     AmeriQuest is primarily a national valued-added wholesale distributor of
microcomputers and related products to value-added resellers ("VARs"), systems
integrators, dealers and other distributors. AmeriQuest markets, sells and
supports a variety of products ranging from individual components, which are
typically sold in volume, to complete systems that have been fully configured,
assembled and tested prior to delivery to the customer. AmeriQuest's strategy
has been to emphasize the sale of these complete systems and to provide a high
level of value-added services, including consultation on component selection and
system assembly and configuration, testing and technical support services.
AmeriQuest also provides a variety of programs and seminars designed to enhance
its customers' technical capabilities. Kenfil markets and sells, as a
distributor, software products for the personal computer market in Asia.
 
     CMS Enhancements is a supplier of hard disk drive subsystems for IBM
compatible and other leading personal and business computers. CMS Enhancements
also offers disk array, magneto-optical, CD-ROM, floppy disk drives and magnetic
tape back-up subsystems having a variety of data storage capacities.
 
     AmeriQuest currently markets more than 35,000 products to original
equipment manufacturers, value-added resellers, systems integrators, dealers and
other distributors throughout the United States and in several foreign
countries, including national and regional distributors and large integrators.
AmeriQuest focuses its marketing efforts on the products of a limited number of
key vendors in order to become one of the leading distributors for each of its
principal vendors. This enables AmeriQuest to develop product-specific technical
expertise that enhances its value-added support services. AmeriQuest attempts to
minimize competition among vendors' products while maintaining some overlap to
provide protection against product shortages or discontinuations.
 
     Control of AmeriQuest.  Computer 2000, Inc., a wholly-owned subsidiary of
Computer 2000 AG (collectively referred to herein as "C-2000") owns 36,349,878
shares of AmeriQuest's Common Stock representing approximately 54% of the issued
and outstanding shares of AmeriQuest Common Stock. In addition, C-2000 holds
warrants and an option to purchase from AmeriQuest 18,753,097 shares of
AmeriQuest Common Stock, or approximately 28% of the total issued and
outstanding shares of AmeriQuest Common Stock. However, on a fully-diluted
basis, such shares would increase C-2000's ownership from approximately 54% to
approximately 58% as only 9,618,301 shares under such warrants and options are
not conditioned on the issuance of additional securities to others. As a result
of its ownership of more than 50% of AmeriQuest's voting shares, C-2000 assumed
control of the Board of Directors of AmeriQuest in August 1995.
<PAGE>   3
 
STRATEGY
 
     Management appointed by C-2000 in August 1995 evaluated AmeriQuest's
resources upon assuming control, and determined that the choices available to
AmeriQuest were to either (i) increase sales volumes to levels where the thin
profit margins associated with commodity computer products would be sufficient
to achieve a profitable level of operations or (ii) engage in a niche strategy
with higher profit margins and improved logistical costs to achieve a profitable
level of operations. As a result of such evaluation, management is pursuing the
niche strategy, which it believes is more likely to succeed in light of both the
limited resources of AmeriQuest when compared with other very large
distributors, as well as the intensely competitive environment in which the
Company operates.
 
     The Company's current business focus is to continue distribution in areas
which minimize direct competition with the largest competitors, and to
concentrate on selling higher-margin advanced systems and individual computer
components. AmeriQuest believes it is able to provide value-added services and
technical support to the areas of advanced systems and thus improve its margins
in those areas.
 
     Although management believes that its niche strategy, when coupled with
cost reductions, as appropriate, will return AmeriQuest to profitability, there
are numerous risks and uncertainties and no assurance can be given that the new
strategy will succeed or that the Company will become profitable. Management
will periodically review the need to further reduce costs should sales for any
reason not materialize in amounts sufficient to cover the existing cost
structure.
 
PRODUCTS
 
     AmeriQuest seeks to sell products from nationally-recognized vendors that
provide all the components most VARs require to fully configure their computer
systems. All new products are extensively tested prior to inclusion in
AmeriQuest's distribution network.
 
     The following is a description of the major categories of products
currently sold by AmeriQuest and the principal current vendors of those
products:
 
          Personal Computers -- AmeriQuest distributes desktop and portable
     personal computers and multiuser microcomputers manufactured by Acer, IBM,
     AST, Samsung, Texas Instruments and Unisys.
 
          Advanced Computer Systems -- AmeriQuest distributes medium- sized
     computer servers manufactured by IBM (RISC 6000 models) and Unisys (U
     Series), together with software development tools from IBM, including AIX
     and Lotus Notes; connectivity products from IBM, including routers, bridges
     and switches. All such products are available to customers with leasing,
     maintenance and engineering options, at additional cost.
 
          Communications and Networks -- A local area network ("LAN") permits
     microcomputers to communicate with one another and to function on an
     integrated basis. AmeriQuest distributes LAN software and specialized
     hardware products manufactured by Novell, Intel, IBM, C Net, Microdyne,
     Digi-Board, D-Link and Unisys. In addition, the Company distributes modems
     and other communication products manufactured by Boca Research, Multi-Tech
     Systems and US Robotics.
 
          Peripherals and Supplies -- AmeriQuest distributes a broad line of
     laser, ink-jet and dot matrix printers, monitors, terminals, diskettes,
     stand-by power supplies, accessories and supplies manufactured by numerous
     companies including Okidata, Lexmark, Canon, Citizen, Genicom, CTX,
     Techmedia, Goldstar, AOC, Viewsonic, Qume, Relisys, Samsung, Unisys, Wyse,
     NEC, Acer, IBM, American Power, Tripplite, Techmedia, Orchestra, Creative
     Labs and 3M.
 
          Components and Mass Storage -- AmeriQuest distributes computer chips,
     board products, hard and floppy disk drives, and other components and mass
     storage devices manufactured by numerous companies including Intel, NEC,
     Hewlett-Packard, K-Byte, Western Digital, Colorado Memory Systems and
     Quantum. AmeriQuest's wholly-owned subsidiary, CMS Enhancements, is a
     vendor for hard drives, providing primarily hard drive upgrades for laptop
     computers.
 
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          Software -- AmeriQuest sells a variety of operating systems and LAN
     software products generally as part of its advanced systems sales.
     AmeriQuest has also commenced the sale of certain applications software for
     Unix and Advanced Systems. Among the manufacturers of these software
     products are IBM, SCO and Novell.
 
VENDOR RELATIONS
 
     To maintain strong relationships with its principal vendors, AmeriQuest
focuses on marketing the products of a limited number of key vendors. AmeriQuest
selects its product lines to minimize competition among vendors' products while
maintaining some overlap to provide protection against product shortages or
discontinuations.
 
     AmeriQuest, like most hardware distributors, sells products throughout the
United States for vendors on a nonexclusive basis without geographic
restrictions. AmeriQuest has distribution agreements with most of its vendors
and believes they are in the form customarily used by each vendor and generally
contain provisions which allow termination by either party upon as little as
thirty days' notice. Most of AmeriQuest's major distribution agreements provide
price protection by giving AmeriQuest a credit, subject to specified
limitations, in the amount of any price reductions by the vendor between the
time of the initial sale to AmeriQuest and the subsequent sale by AmeriQuest to
its customer. Most of the major distribution agreements also give AmeriQuest
qualified return privileges on slow-moving inventory. AmeriQuest's distribution
agreements do not restrict AmeriQuest from selling similar products manufactured
by competitors. Any minimum purchase provisions in AmeriQuest's distribution
agreements are at levels that AmeriQuest believes do not impose significant
risk.
 
     From time-to-time, the demand for certain products sold by AmeriQuest
exceeds the supply available from the vendor. AmeriQuest believes that its
ability to compete has not been adversely affected to a material extent by these
periodic shortages, although sales may be adversely affected for an interim
period. In order to limit the impact of such shortages, AmeriQuest generally
attempts to include comparable products from more than one vendor in its product
line.
 
SALES AND DISTRIBUTION
 
     During fiscal year 1996 AmeriQuest's sales operations were divided into
five domestic regions, each covering a geographical section of the country, and
three international regions. AmeriQuest has since reorganized its domestic
standard distribution operations in Hollywood, Florida into specialized business
units based on the type of product assigned to each unit and one general sales
unit. In addition, the Advanced Systems Group operates from Horsham,
Pennsylvania; and CMS Enhancements operates from Costa Mesa, California.
AmeriQuest exports from Miami, Florida to South American markets; and foreign
operations operate from Hong Kong and Malaysia with respect to Asian markets.
 
     Compensation for sales personnel is largely based on the gross profits
generated from sales. All of the Company's sales personnel receive technical
training and are responsible for opening new accounts and serving established
accounts. As a result of competitive pressures, reduced profit margins and the
way in which other, similar distributors have changed their businesses,
AmeriQuest places emphasis on telemarketing as its primary sales method.
Therefore, although some of the Company's sales personnel operate in the field,
the majority of such personnel are telemarketers.
 
     Customer orders are generally made by a toll-free telephone call with a
sales representative in AmeriQuest's sales offices, and the order is entered
onto AmeriQuest's computer system. The sales representative has access to
available information on inventory and customer credit status and, upon
reviewing this data, can enter the order immediately. Shipment is usually made
the same day, except on orders that require assembly and testing. Customers may
also pick up their orders at the designated warehouse. All orders are handled on
a prepayment, C.O.D. or credit basis depending on the customer's
creditworthiness and previous payment history. In addition, AmeriQuest assists
some resellers in obtaining equipment financing
 
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<PAGE>   5
 
through third-party floor planning programs from Deutsche Financial Services,
IBM Credit Corporation, AT&T Capital, FINOVA Group, Inc. and TransAmerica
Inventory Finance. Because of AmeriQuest's prompt delivery times, it maintains
no substantial backlog of orders.
 
CUSTOMERS AND CUSTOMER SERVICES
 
     The Company sells to more than 7,500 computer resellers. The Company's
customers include VARs, dealers, computer superstores, corporate resellers,
systems integrators, and original equipment manufacturers as well as
independently owned retail outlets and consultants. AmeriQuest estimates that a
majority of its sales are to VARs and dealers. The Company's smaller customers
often do not have the resources to establish a large number of direct purchasing
relationships or to stock significant product inventories. Consequently, they
tend to purchase a high percentage of their products from distributors. Larger
resellers often establish direct relationships with manufacturers for their more
popular products, but utilize distributors for slower-moving products and for
fill-in orders of fast-moving products which may not be available on a timely
basis from manufacturers. No customer has accounted for more than ten percent of
AmeriQuest's net sales during 1995, 1994 or 1993. Sales by AmeriQuest are not
seasonal to any material extent.
 
     Through the Company's wholesale distribution business, customers are
offered a single source of supply, prompt delivery, financing programs and
customer support.
 
     Prompt Delivery.  In most areas serviced by the Company, orders received by
6:00 p.m. local time are typically shipped the same day, provided the required
inventory is in stock. AmeriQuest typically delivers products from its regional
warehouses via United Parcel Service and other common carriers, with customers
in key commercial regions of the United States receiving orders within one to
two working days of shipment. AmeriQuest also will provide overnight air
handling if requested and paid for by the customer. These services allow
computer resellers to minimize inventory investment yet provide responsive
service to their customers. For larger customers in the United States,
AmeriQuest is able to provide a fulfillment service so that orders are shipped
directly to the computer resellers' customer, thereby reducing the need for
computer resellers to maintain inventories of certain products.
 
     Customer Support.  The Company currently offers computer resellers a single
source for over 35,000 competitively priced hardware and software products. By
purchasing from the Company, the reseller only needs to comply with a single set
of ordering, billing and product return procedures and may also benefit from
attractive volume pricing. The Company also provides training and product
information to its reseller customers.
 
     AmeriQuest permits the return of products within certain time limits and
under certain conditions subject to a restocking charge, provided that the
products are unused. Products that are defective upon arrival are handled on a
manufacturers' warranty return basis without any restocking charge. Resellers
are allowed, within specified time limits, to return slow-moving products from
one manufacturer in exchange for more popular products from other manufacturers.
The Company's policy is not to grant cash refunds.
 
     Unlike its competitors, AmeriQuest offers its resellers terms that reflect
those that are offered by each manufacturer's individual warranty program. This
pass through of manufacturers' warranties is yet another value-added service
that AmeriQuest provides to its customer base.
 
     Financing Programs.  AmeriQuest extends credit to qualified resellers,
thereby augmenting their ability to purchase products from a variety of sources.
Additionally, AmeriQuest arranges floor planning and lease financing through a
number of credit institutions and offers programs that permit credit card
purchases by qualified customers. To facilitate a reseller's ability to pursue
large purchase orders within the United States, the Company offers an
"assignment of proceeds" program. By instituting this practice AmeriQuest can,
based upon the credit worthiness of the end-user customer, assist its resellers
in securing purchase orders far in excess of what their normal credit facilities
would allow.
 
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<PAGE>   6
 
EXPORT AND INTERNATIONAL OPERATIONS AND SALES
 
     AmeriQuest serves Latin America through its regional office and warehouse
in Miami, Florida. This business represented approximately sixteen percent of
total sales for fiscal 1996.
 
     In Asia, through its wholly-owned Kenfil subsidiaries, AmeriQuest is
engaged primarily in the distribution of business applications, utilities,
graphics and communication software. Kenfil currently has two wholly-owned
subsidiaries in the Far East. Although Asian sales represented approximately
five percent or less of net sales in each of the last three fiscal years, such
sales make a positive contribution to income, thereby offsetting other operating
losses within the Company. No assurance can be given that international sales
will continue at this level or make a significant contribution to pretax income
in future periods.
 
COMPETITION
 
     Competition in the distribution of microcomputer products is intense.
Principal national distributors are Ingram Micro Inc., Merisel, Inc. and Tech
Data Corporation. AmeriQuest also competes with numerous manufacturers,
resellers, retailers and regional distributors. Many of AmeriQuest's major
competitors have substantially greater financial resources than AmeriQuest.
 
     Competition is primarily based upon availability of product, price, speed
of delivery, convenience, technical support and other support services.
AmeriQuest believes that it is generally competitive with respect to each of
these factors and that its principal, competitive advantages are its personal
sales relationships, technical and other support services, and speed of
delivery.
 
EMPLOYEES
 
     As of September 30, 1996, AmeriQuest had 451 full-time employees, including
(i) 190 persons employed in sales, sales support and marketing functions, and
(ii) 76 persons employed overseas. As of November 30, 1996, following the move
of its headquarters to Florida, AmeriQuest had 407 full-time employees,
including (i) 150 persons employed in sales, sales support and marketing
functions, and (ii) 78 persons employed overseas. None of AmeriQuest's employees
are covered by a collective bargaining agreement. AmeriQuest considers its
relations with its employees to be good.
 
                        SPECIAL FACTORS TO BE CONSIDERED
 
ADDITIONAL CAPITAL REQUIRED AND CONTINUED LOSSES
 
     Equity Capital Required.  The Company has experienced significant operating
losses during recent fiscal years and recorded a net loss of $67.6 million in
fiscal 1995 and a net loss of $33.6 million in fiscal 1996. The fiscal 1995 loss
included the write-off of approximately $23.8 million of intangible assets and
the liquidation of inventory associated with the termination of the Company's
entertainment software business. In addition, the fiscal 1995 loss included
costs associated with the integration of the significant acquisitions which took
place during that fiscal year. The Company recorded a net loss of $33.6 million
during fiscal 1996 (including lease termination and moving costs of $6.4
million). The result of such losses is that AmeriQuest has a negative tangible
net worth of $(11.2) million. Absent the infusion of additional equity capital
it is unlikely that AmeriQuest will be able to continue operations beyond
September 30, 1997. C-2000 has signed a binding commitment addressed to
AmeriQuest's Board of Directors which reads as follows:
 
     "This will confirm the obligation of Computer 2000 AG to provide
     AmeriQuest Technologies, Inc. with additional financing early in
     calendar 1997 in the amount of at least USD 30 million. As you know,
     Computer 2000 currently proposes that AmeriQuest commence as soon as
     practicable a rights offering to all AmeriQuest stockholders in which
     Computer 2000 would enter into a stand-by agreement to purchase at
     least USD 30 million in the offering, to the extent that purchases are
     not made by other stockholders. In the unanticipated event that it is
     decided not to proceed with the rights offering, Computer 2000 will be
     obligated to provide, in the same time frame, at least USD 30 million
     in other equity or debt financing. Computer 2000 intends that the
     foregoing constitutes its
 
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     binding obligation and understands that you will rely on it in your
     corporate planning for this fiscal year and in connection with the
     preparation of your annual report on Form 10-K for the fiscal year
     ended September 30, 1996 and in other filings with the Securities
     Exchange Commission and that your independent accountants will rely on
     it in connection with their report on your financial statements for
     such fiscal year."
 
     Debt Capital Required.  In December 1995, C-2000 issued guarantees to
certain lenders to secure up to $66 million of lines of credit such lenders
might extend to the Company. In November 1996 C-2000 increased the $66 million
of credit lines to $76 million. The total amount guaranteed as of December 12,
1996 is $76 million. As of September 30, 1996, the Company had borrowed
approximately $65.1 million from such lenders under such lines of credit. These
borrowings were used in part to reduce the Company's interest-bearing
indebtedness under its previously outstanding lines of credit from approximately
$52 million to zero, resulting in a reduction, as of September 30, 1996, in the
average interest rate on the Company's total outstanding indebtedness from
approximately 11.0% per annum to approximately 6.4% per annum. In return for the
guarantees, AmeriQuest agreed to pay C-2000 one-half of one percent (0.5%) per
annum of the amounts guaranteed, on a weighted average basis, and provided
C-2000 with a security interest in all of the Company's assets, and agreed to
seek refinancing of its outstanding debt as soon as reasonably practicable.
C-2000's guarantees expire on September 30, 1997, and the lines of credit
guaranteed by C-2000 mature on March 31, 1997. No assurance can be given that
the lines of credit guaranteed by C-2000 will be extended beyond March 31, 1997
or that the Company will be able to obtain replacement debt financing from other
sources on or before such dates.
 
     Additionally, should the Company ultimately be unable to service its
indebtedness, the Company will trigger the default provisions of such
indebtedness, including approximately $12 million owed to IBM Credit Corporation
("IBM Credit"). In such an event, even if C-2000 were to pay the indebtedness
guaranteed by it, such payment would not satisfy the Company's other
indebtedness, and the Company also would have an immediate obligation to repay
C-2000. C-2000 and/or the other lenders might also exercise their security
interests and other creditors' remedies, or they might renegotiate the terms of
the Company's outstanding indebtedness, increasing the Company's debt service
costs and, possibly, further restricting the Company's operations; or all or a
portion of such indebtedness might be converted into equity on terms negotiated
with the Company that might cause substantial dilution for the Company's current
stockholders; or other adverse consequences might result from such defaults.
Absent the anticipated infusion of capital from C-2000, the Company's ability to
continue in business would be adversely affected given that there is no
assurance that the Company could secure financing from other unaffiliated
sources, or that even if such financing were then available that it would be
available on terms acceptable to the Company.
 
MARKET CONSIDERATIONS
 
     The New York Stock Exchange ("NYSE") has indicated that AmeriQuest is
currently not in compliance with certain of the NYSE's requirements for
continued listing on the NYSE. Although the NYSE has expressed a present
willingness to allow AmeriQuest's Common Stock to remain listed, unless
AmeriQuest is able to demonstrate substantial progress in meeting the NYSE's
listing requirements during the next three to six months, the NYSE could delist
AmeriQuest's Common Stock, thereby adversely affecting the public market for
such securities.
 
     The price of the Company's Common Stock has been subject to significant
price fluctuations, and there can be no assurance that the price of the
Company's Common Stock will stabilize. In addition, the trading volume for the
Company's Common Stock has generally been relatively small. A large increase in
share trading volume in a short period of time could cause a significant change
in share trading prices.
 
INTEGRATION OF ACQUIRED COMPANIES
 
     Prior to June 30, 1995, the Company had pursued a strategy of growth
through acquisitions. In fiscal 1993 and 1994, it acquired several regional
distributors; in June and September 1994, it acquired (in a two-step
acquisition) Kenfil, Inc. ("Kenfil"), a distributor of microcomputer software;
in November 1994, it acquired
 
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Ross White Enterprises, Inc. d/b/a "National Computer Distributors" ("NCD"), a
distributor of computer products and services specializing in systems and
connectivity applications; in September 1994, it acquired 50.1% of Robec, Inc.
("Robec"), a distributor of computer products and services specializing in UNIX
applications; and in November 1995, it acquired the balance of Robec's capital
stock as well as effective operating control.
 
     The Company had pursued this acquisition strategy with the goal of
establishing the Company as a national distributor of value-added computer
products. The success of this strategy was dependent on the ability of the
Company to effectively consolidate and integrate the operations and management
information systems of the acquired businesses, combine differing corporate
cultures and obtain adequate financing to absorb the substantial restructuring
costs incurred in the consolidation and integration process and to fund working
capital requirements and continuing cash flow shortfalls. In addition, during
such time the Company was competing with national distributors with
substantially greater resources than the Company. As a result of these and other
factors, the Company has experienced losses since June 30, 1993. The integration
of the various organizations have required the dedication of management
resources which detracted from the day-to-day business of the combined Company.
The integration process has been complicated by the acquisition of control of
the Company by C-2000 in August 1995 and the resulting significant changes that
have been made in the Company's senior management team and directors. The
process of combining the acquired companies has also involved difficulties in
coordinating internal record keeping and information management that are
critical to the efficient operation of the integrated businesses.
 
NEED TO INCREASE SALES VOLUME
 
     As a distributor, the Company must operate on small gross margins. Further,
the Company must incur operating expenses to maintain a sufficient level of
inventory, facilities, sales staff and support personnel necessary to support
sales of products. Although the Company continues to explore possible cost
reduction measures, it believes that further significant reductions in its
operating expenses will be difficult to achieve without also reducing the sales
volumes currently being generated from operations. As a result of these and
other factors, the Company must achieve substantially greater sales volumes at
satisfactory margins than it has in the past in order to achieve profitability.
While the Company's new management is attempting to increase sales, there can be
no assurance that sales will increase or that any increases will be of
sufficient magnitude or will occur soon enough to permit the Company to achieve
profitability without additional business or financial restructuring.
 
NEED TO MAINTAIN VENDOR BASE
 
     The Company principally distributes computer products manufactured by other
vendors. Accordingly, the Company's relationships with its existing vendors are
critical to its ability to purchase on a favorable basis the products that it
resells. In addition, from time to time the Company may need to initiate
relationships with additional vendors without jeopardizing the Company's
existing vendor relationships. Any inability of the Company to preserve its
existing vendor relationships or to add new vendors when needed will have a
material, adverse effect on its future results of operations. The Company is
also dependent upon its vendors' willingness or ability to make timely shipment
of the products ordered by the Company. The failure of vendors to make shipments
on a timely basis could cause a material disruption of the Company's sales. In
the past, the Company has at times experienced delays in its ability to fill
customer orders, due to the inability of certain suppliers to meet their volume
and schedule requirements and/or due to the Company's shortages of cash
resources. Delays in shipments from suppliers can cause fluctuations in the
Company's short-term results and contribute to order cancellations.
 
RAPID CHANGES IN TECHNOLOGY AND MARKETS
 
     The computer industry in general, and the specific markets in which the
Company competes, are characterized by rapidly changing technology, often
resulting in short product life cycles, rapid price declines, inventory
imbalances when compared with market demands, and significant shifts in market
dynamics. The Company believes its success is highly dependent upon its ability
to react to technological changes and shifts in market demand by continuing to
provide cost-competitive products that respond to current market needs. As a
value-added wholesale distributor, the Company is particularly vulnerable to
changes caused by
 
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technological innovation. The introduction of new products and the phasing out
of old products requires the Company to carefully manage its inventory to
minimize inventory obsolescence. The Company has experienced significant losses
due to inventory obsolescence in the past and losses due to selling products
acquired as vendor surpluses. The sale of surplus products was discontinued in
August 1996. There can be no assurance that the Company's inventory reserves
will adequately cover the amount of the Company's inventory which may become
obsolete for the period covered by the reserves. Should the Company fail to
provide new products on a timely basis that respond to industry demands, the
Company's operating results would be adversely affected.
 
COMPETITION
 
     The Company competes in an industry characterized by intense and increasing
competition. Principal national distributors with which the Company competes
include Ingram Micro Inc., Tech Data Corporation and Merisel, Inc. The Company
also competes with numerous manufacturers, resellers and regional distributors.
Many of the Company's major competitors have substantially greater financial,
marketing and other resources than the Company. Competition in the computer
products distribution industry is based primarily on price and product
availability, and to a lesser extent on speed of delivery, convenience and the
level of marketing and technical support services provided. Because of the
intense competition within the industry, the Company has been forced to reduce
its prices, and the gross and operating profit margins on products traditionally
sold by the Company have been reduced. As technological changes occur, the
Company's products have had shorter and shorter product life cycles, and new
competing products are introduced by other vendors and resellers. Moreover, the
manner in which computer products are distributed and sold is changing, and new
methods of distribution and sale may emerge or expand. Recently, some industry
participants have indicated that they believe the total demand for personal
computers may be lessening and that the market for such computers may be
becoming saturated. These factors, among others, may cause increased competitive
pressures on the Company in the future.
 
DEPENDENCE UPON KEY PERSONNEL
 
     The Company's success depends to a significant degree upon the continued
contributions of its key management, marketing, product development and
operational personnel and the Company's ability to retain and continue to
attract highly skilled personnel. Competition for employees in the computer
industry is intense, and there can be no assurance that the Company will be able
to attract and retain qualified employees. The Company has recently made a
number of management changes, and has had substantial layoffs and other employee
departures. If the Company continues to experience financial difficulties, it
may become increasingly difficult for it to hire new employees and retain
current employees. The Company does not carry any key person life insurance with
respect to any of its personnel.
 
POSSIBLE SALES BY STOCKHOLDERS
 
     Approximately 10,884,905 outstanding shares (16%) of the Company's Common
Stock are the subject of five current resale Registration Statements. The
Company has also agreed to register the shares of the Common Stock of the
Company issued or issuable to C-2000 consisting of 36,349,878 shares presently
held by C-2000 and 18,753,097 additional shares subject to issuance upon the
exercise of outstanding warrants and an option held by C-2000. The Company may
grant additional registration rights when it issues securities in the future.
The public sale of the foregoing shares, or the perception that such shares may
be sold, may have the effect of substantially depressing the market price of the
Company's Common Stock and causing substantial fluctuations in the price of the
Company's Common Stock.
 
FORWARD-LOOKING INFORMATION
 
     Future operating results may be impacted by a number of factors that could
cause actual results to differ materially from those stated herein, which
reflect management's current expectations. These factors include worldwide
economic and political conditions, industry specific factors, the Company's
ability to maintain access to external financing sources (including C-2000) and
its financial liquidity, the Company's ability to manage expense levels, the
continued financial strength of the Company's customers, and the Company's
ability to accurately anticipate customer demand and manage inventories.
 
                                        8
<PAGE>   10
 
     This Annual Report on Form 10-K contains certain forward-looking statements
that are based on current expectations. In light of the important factors that
can materially affect results, including those set forth above and elsewhere in
this Annual Report on Form 10-K, the inclusion of forward-looking information
herein should not be regarded as a representation by the Company or any other
person that the objectives or plans of the Company will be achieved. The Company
may encounter competitive, technological, financial, legal and business
challenges making it more difficult than expected to continue as a value-added
wholesale distributor of microcomputers; competitive conditions within the
computer industry may change adversely; demand for the products distributed by
the Company may weaken; the Company may be unable to retain existing key
management personnel; inventory risks may rise due to shifts in market demand;
the Company's forecasts may not accurately anticipate market demand; and there
may be other material adverse changes in the Company's operations or business.
Certain important presumptions affecting the forward-looking statements made
herein include, but are not limited to, (i) timely identifying and delivering
new products as well as enhancing existing products, (ii) implementing current
restructuring plans, (iii) accurately forecasting cash needs, and (iv) obtaining
new sources of external financing prior to the expiration of existing support
arrangements provided by C-2000. Assumptions relating to budgeting, marketing,
advertising, product mix and other management decisions are subjective in many
respects and thus susceptible to interpretations and periodic revisions based on
actual experience and business developments, the impact of which may cause the
Company to alter its marketing, cash expenditures or other budgets, which may in
turn affect the Company's financial position and results of operations.
 
ITEM 2.  PROPERTIES.
 
     AmeriQuest's principal offices are located in leased facilities in
Hollywood, Florida, which consists of approximately 35,268 square feet of office
space on three floors of a seven story office building.
 
     The following table sets forth information regarding the regional offices
of AmeriQuest and its subsidiaries:
 
<TABLE>
<CAPTION>
                                                   SQUARE FEET     LEASE EXPIRATION     YEAR OPENED
                                                   -----------     -----------------    ------------
    <S>                                            <C>             <C>                  <C>
    LOCATION
    Hollywood, FL................................     31,305            8/31/97             1992
    Hollywood, FL................................      3,963            9/30/97             1995
    Horsham, PA..................................    105,000                /98             1978
    Lawrenceville, GA............................     79,587            2/14/00             1995
    Elk Grove, IL................................     47,265            2/28/01             1996
    Visalia, CA..................................     46,800            6/30/99             1994
    Miami, FL....................................     31,975             2/1/99             1995
    Costa Mesa, CA...............................     30,287           11/30/01             1996
    Carrollton, TX...............................     13,520            3/31/98             1993
    Marlboro, MA.................................      2,112            2/28/99             1994
    Overland Park, KS............................        977            9/30/98             1993
    Girard, OH...................................        925           10/31/97             1995
    West Valley City, UT.........................        600            2/28/99             1996
    Asheville, NC................................        500            1/15/97             1996
    Falls Church, VA.............................        300         mo. to mo.             1984
    SUBLEASED
    Anaheim, CA..................................     62,298            2/29/00             1995
    Santa Ana, CA................................     55,000            3/31/06             1995
    Irvine, CA...................................      4,169            6/30/98             1993
    Alpharetta, GA...............................      1,924            9/30/99             1994
</TABLE>
 
                                        9
<PAGE>   11
 
<TABLE>
<CAPTION>
                                                   SQUARE FEET     LEASE EXPIRATION     YEAR OPENED
                                                   -----------     -----------------    ------------
    <S>                                            <C>             <C>                  <C>
    VACANT
    Westboro, MA.................................      7,800            2/28/97             1993
    Redmond, WA..................................      1,150            8/31/97             1994
    Hauppauge, NY................................      2,000            5/31/99             1994
</TABLE>
 
ITEM 3.  LEGAL PROCEEDINGS.
 
     AmeriQuest is both a plaintiff and defendant from time-to-time in lawsuits
incidental to its business. The management of AmeriQuest believes that none of
such current proceedings individually or in the aggregate, will have a material
adverse effect on AmeriQuest.
 
     While not expected to be of material effect to the Company, Kenfil Inc. vs.
RLI Insurance Company, Superior Court of the State of California, County of Los
Angeles, No. BC 108564 filed July 12, 1994, involves litigation instituted by
Kenfil Inc. to recover additional monies for the damage it incurred in the
Northridge earthquake of January 17, 1994. The defendant cross-claimed on August
12, 1994 for return of the $840,000 it had paid on claims submitted by Kenfil
Inc., based on affidavits from former Kenfil employees alleging that they had
been instructed following the earthquake to intentionally destroy additional
inventory. The defendant's theory is that it is not obligated to even cover that
portion of the damage caused by the earthquake because of the possible fraud
involved with such actions; while the management of Kenfil maintains that only
that portion of damages actually incurred by the earthquake were submitted as
claimed losses. There exists a question of fact as to whether the defendant
justifiably relied on the inclusion of intentionally damaged products among the
products counted by defendant's agents. There is also a question of fact as to
whether the actions of Kenfil's employees in damaging additional inventory were
instigated by upper-level management and a question of law as to whether the
managers of Kenfil are able to take unauthorized actions which can be attributed
to Kenfil. Although there are pictures available to prove the actual damage
immediately following the earthquake, no assurance can be given as to the final
outcome of this legal matter.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
     Not Applicable.
 
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.
 
     The following table sets forth certain information regarding the current
officers of AmeriQuest.
 
<TABLE>
<CAPTION>
NAME                               AGE   POSITION
---------------------------------  ---   ------------------------------------------------------
<S>                                <C>   <C>
Michael Dressen..................  40    President and a Director
Holger Heims.....................  34    Executive Vice President, Secretary and Director
John Tonnison....................  28    Vice President -- Information Systems
Dennis C. Fairchild..............  47    Chief Financial Officer and Assistant Secretary
Alexander C. Kramer, Jr..........  53    Vice President; General Manager of Advanced Systems Group
Kenneth V. Burke.................  45    Vice President; General Manager of CMS Enhancements
Richard G. McIntyre..............  47    Vice President -- Sales and Marketing
</TABLE>
 
     The officers are elected by the Board of Directors and serve at the
discretion of the Board of Directors, subject, however, to the provisions of
their employment agreements, which generally provide for severance payments in
the event of termination for other than "cause," as defined in each employment
agreement. The severance rights in currently effective employment agreements
provide for six-months salary upon termination without "cause", during which
time they are prohibited from competing with AmeriQuest or its subsidiaries.
 
     Michael Dressen (age 40) was appointed to serve as President of AmeriQuest
in August 1996. From May 1995 to June 1996 he served as a Member of the
Executive Board for Transtec, a value-added reseller with its principal offices
in Tuebingen, Germany. From October 1991 to April 1995 he served as Managing
Director of Computer 2000 SpA Italy (a subsidiary of Computer 2000 AG). He was
appointed to serve as a Director of AmeriQuest on September 12, 1996.
 
     Holger Heims (age 34) has served as an officer of AmeriQuest since August
1995, most recently as Executive Vice President and Secretary. From October,
1991 until August 1995 he was employed by
 
                                       10
<PAGE>   12
 
Computer 2000 AG, most recently as Director of Investments, Tax & Legal. Mr.
Heims has a Masters of Business Administration degree from Munich University.
 
     John Tonnison (age 28) has served as Vice President -- Information Systems
of AmeriQuest since January 1996. From October 1993 to December 1995 he served
as C-2000's director for implementation of SAP software systems. From October
1991 to September 1993 he served as a Director and as Director of Information
Systems for Frontline Distribution Ltd., C-2000's wholly-owned subsidiary in the
United Kingdom.
 
     Dennis C. Fairchild (age 47) joined AmeriQuest upon its acquisition of NCD
in November 1994. Mr. Fairchild has served as Chief Financial Officer of NCD
since January 1994. From March 1990 to December 1993, Mr. Fairchild was a
partner in Coral Springs Connections, the owner of Southeast Frozen Foods, and
served as Chief Financial Officer of Southwest Frozen Foods. Mr. Fairchild is a
Certified Public Accountant and a CMA.
 
     Alexander C. Kramer, Jr. (age 53) served as Vice President -- Operations of
Robec, Inc. for thirteen years prior to its acquisition in November 1995 by
AmeriQuest. Since November 1995 he has served in various capacities, most
recently as Vice President; General Manager of the Advanced Systems Group.
 
     Kenneth V. Burke (age 45) served in various capacities while employed by
Mountain Computer, Inc. between 1981 to 1995, the last of which was as Executive
Vice President/General Manager of Summit, Inc., a subsidiary of Mountain
Computer, Inc. from 1991 to March 1995. Mr. Burke joined AmeriQuest in March,
1995, as Vice President; General Manager of CMS Enhancements.
 
     Richard G. McIntyre (age 47) served as President of Peregrine Marketing,
the exclusive sales and marketing consultant for Olivetti Office USA from 1990
until February 1995, at which time he joined AmeriQuest as Vice
President -- Sales and Marketing.
 
                                       11
<PAGE>   13
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
     The following table sets forth the market prices for the shares of Common
Stock of AmeriQuest. The prices reflect the high and low closing prices quoted
on the New York Stock Exchange for each calendar quarter since December 31,
1993.
                                   AMERIQUEST
 
<TABLE>
<CAPTION>
                                                                           HIGH           LOW
                                                                           ----           ---
<S>                                                                        <C>            <C>
1994
First Quarter............................................................    6             4 1/8
Second Quarter...........................................................    4 1/8         3
Third Quarter............................................................    4 1/4         3 1/8
Fourth Quarter...........................................................    4             2 5/8
1995
First Quarter............................................................    3 1/4         2 1/2
Second Quarter...........................................................    3 1/4         1 3/4
Third Quarter............................................................    2 1/8         1 1/8
Fourth Quarter...........................................................    1 3/8           5/8
1996
First Quarter............................................................    1 1/4           3/4
Second Quarter...........................................................    1 1/2           3/4
Third Quarter............................................................     15/16         9/16
</TABLE>
 
     On December 12, 1996, the stock of AmeriQuest closed at $.50 per share on
the New York Stock Exchange. As of that date AmeriQuest had approximately 799
shareholders of record.
 
ITEM 6.  SELECTED FINANCIAL DATA.
 
     The following selected consolidated financial data has been derived from
and should be read in conjunction with the audited consolidated financial
statements of AmeriQuest, and the notes thereto, and with "Management's
Discussion and Analysis of Results of Operations and Financial Condition",
included elsewhere herein and incorporated herein by this reference (dollars in
thousands, except per share data).
 
<TABLE>
<CAPTION>
                                                     THREE MONTHS
                                      YEAR ENDED         ENDED                    YEAR ENDED JUNE 30,
                                     SEPTEMBER 30,   SEPTEMBER 30,   ----------------------------------------------
                                         1996            1995           1995        1994        1993        1992
                                     -------------   -------------   ----------   ---------   ---------   ---------
<S>                                  <C>             <C>             <C>          <C>         <C>         <C>
Net sales(1).......................   $   424,708     $   100,723    $  416,571   $  87,593   $  73,082   $ 115,053
Income (loss) before taxes.........       (33,609)         (7,041)      (67,566)     (7,971)        236      (9,623)
Net income (loss)(2)...............       (33,609)         (7,041)      (67,566)     (7,971)        236      (8,893)
Earnings (loss) per share..........         (0.76)          (0.30)        (3.76)      (1.33)       0.08       (3.04)
Total assets.......................       116,372         115,531       128,008      65,145      20,274      23,522
Long-term obligations..............         3,122           6,686        24,515(3)     3,442      1,817         274
Stockholders' equity (deficit).....       (11,206)         17,565       (25,709)     12,875       8,644       7,952
Weighted average shares
  outstanding......................    44,208,983      23,786,127    17,993,440   5,973,511   3,060,908   2,921,588
</TABLE>
 
---------------
 
(1) The sales increase in 1995 was due primarily to acquisitions. The sales
     increase in 1994 compared to 1993 was largely due to the initiation of a
     broader distribution strategy. Year to year sales declines from 1991 to
     1993 were principally due to an eroding customer base and reduced emphasis
     on commodity products.
(2) The losses in 1995 were due principally to abandonment of U.S. software
     operations, consists of integrating prior acquisitions and the write down
     of assets. Losses in 1994, 1992 and 1991 related principally to corporate
     restructurings in 1994 and 1992 and erosion of the customer base in 1991 to
     1993 not offset by operating cost decreases.
(3) Includes the $18 million advance from Computer 2000 related to its equity
     investment (see Note 8 to the Consolidated Financial Statements) and $5.8
     million associated with the issuance of 6.8 million shares of the Company's
     common stock required to complete the Robec merger (see Note 2 to the
     Consolidated Financial Statements).
 
                                       12
<PAGE>   14
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
 
SIGNIFICANT EVENTS
 
     Commencing in the first half of fiscal 1994 and through early fiscal 1996,
the Company completed the acquisition of three regional distributors. Kenfil
Inc., Ross White Enterprises, Inc. d/b/a "National Computer Distributors"
("NCD"), and Robec, Inc. The Company issued 15,864,608 shares of its common
Stock and paid total consideration of approximately $29.5 million for these
acquisitions. During the quarter ended June 30, 1995 the Company closed the U.S.
entertainment software distribution business. The Company's Singapore operation
was sold in the quarter ended March 31, 1995 and its Australian operation was
closed in the quarter ended March 31, 1996.
 
     Effective September 30, 1995 the Company changed its fiscal year-end to
September 30. Transition information for the three months ended September 30,
1995 is included in the Company's financial statements due to the change. The
following table presents the Company's results of operations as a percent of
sales:
 
<TABLE>
<CAPTION>
                                                                     THREE MONTHS
                                                                        ENDED        YEARS ENDED
                                                      YEAR ENDED      SEPTEMBER       JUNE 30,
                                                     SEPTEMBER 30,       30,        -------------
                                                         1996            1995       1995    1994
                                                     -------------   ------------   -----   -----
    <S>                                              <C>             <C>            <C>     <C>
    Sales..........................................      100.0%          100.0%     100.0%  100.0%
    Gross Profit...................................        5.5             7.4        3.8    14.4
    Selling, general and administrative............       10.8            12.9       12.8    16.1
    Intangible write-off...........................                                   5.7
    Loss on Sublease, move and restructuring.......        1.5                                6.5
    Interest.......................................        1.1             1.4        1.5      .8
    Net Loss.......................................        7.9             7.0       16.2     9.1
</TABLE>
 
NET SALES
 
     During the fiscal year ended September 30, 1996 sales decreased 9% compared
to the twelve months ended September 30, 1995 and increased 2% compared to the
twelve months ended June 30, 1995. Sales decreases were primarily attributable
to the sale of the Company's Singapore operations in the quarter ended March 31,
1995, the closing of Australian operations during the quarter ended March 31,
1996, the closing of the U.S. Retail software distribution business in the
quarter ended June 30, 1995, as well as continued competition in the computer
hardware distribution business and the loss of certain vendors. Sales increases
in the fiscal year ended September 30, 1996 and June 30, 1995 were due primarily
to the acquisitions of NCD, Robec and Kenfil during early fiscal 1995.
 
COST OF SALES AND GROSS PROFIT
 
     Gross profit decreased to 5.5% of sales for the fiscal year ended September
30, 1996 compared to 7.4% for the three months ended September 30, 1995. The
decline is primarily attributable to continued extreme price competition within
the industry and lower levels of vendor rebates due to the lack of availability
of certain product lines.
 
     During the fiscal year ended June 30, 1995 gross profit was affected by
competition and significant inventory losses related to the elimination of
certain product lines, loss of certain vendors and a strategy to reduce
inventories to increase operating cash flow. Gross profit in the fiscal year
ended June 30, 1994 reflects a much greater concentration of business in the
area of higher margin disk drive manufacturing.
 
     AmeriQuest manages its inventories by maintaining sufficient quantities to
achieve high order fill rates while at the same time attempting to stock only
those products in high demand with a rapid turnover rate. Inventory balances
will fluctuate as the Company adds new product lines and when appropriate makes
larger purchases from manufacturers when the terms of purchases are considered
advantageous. The Company contracts with certain vendors who provide limited
price protection and stock return privileges to help reduce the risk of loss to
the company due to manufacturer price reductions. Price protection, however,
will not protect the company against slow moving and obsolete inventory. In
addition, returns from vendors of
 
                                       13
<PAGE>   15
 
refurbished product previously returned to the vendor due to defects must be
sold at reduced prices decreasing overall margins.
 
     An integral aspect of AmeriQuest's business is to exchange products sold to
customers which are either incompatible units or do not work for a variety of
technical or other reasons. If such products are ultimately determined to be
defective, AmeriQuest, under contract terms with its vendors, is able to return
such products to its vendors. Under such agreements AmeriQuest's economic risk
is nominal and generally limited to the cost of freight and technical services,
both of which cost categories are expensed currently. A warranty and return
reserve of approximately $1.5 million is reflected in the balance sheet at
September 30, 1996.
 
     The Company receives funds under incentive programs based upon volume sales
or purchase of the vendors products. The incentive funds reduce the cost of the
products sold. Incentive programs resulted in $2.5 million for the year ended
September 30, 1996 and $2.4 million for the fiscal year ended June 30, 1995.
Incentive rebates for the quarter ended September 30, 1995 were $.6 million and
were insignificant in fiscal 1994.
 
     AmeriQuest anticipates that it will continue to experience pressure on
gross margins due to industry competition. Although AmeriQuest expects that it
will be able to reduce selling, general and administrative expenses as a percent
of sales, no assurance can be given as to whether such reduction in fact will
occur or as to the actual amount of any such reductions. To the extent gross
margins decline and the Company is not successful in reducing selling, general
and administrative expenses as a percentage of sales, the Company will
experience further negative operating results.
 
OPERATING EXPENSES
 
     For the years ended September 30, 1996 and the years June 30, 1995 and 1994
selling, general and administrative expenses, exclusive of charges for lease
termination, moving, restructuring and the write-off of intangibles were
approximately 10.8%, 12.8% and 16.1% of sales, respectively. Selling, general
and administrative expenses for the quarter ended September 30, 1995 were 12.9%
of sales. Selling, general and administrative expenses have declined during the
periods as a result of the integration of the Company's recent acquisitions and
elimination of duplicate overhead and a focus on streamlining the Company's
overhead cost structure. During fiscal years 1996 and 1995 the Company incurred
significant costs to resolve certain lawsuits and complete an information
systems conversion. In addition, bad debt expense was significant in fiscal 1996
as the Company increased export sales to higher credit risk Brazilian customers.
During the year ended September 30, 1996 the Company recorded a $6.4 million
charge to expense for the sublease of its California headquarters building and
the cost to relocate its headquarters to Florida.
 
     During fiscal 1995, the Company wrote-off intangibles of $23.8 million
associated with the decision to terminate its entertainment software
distribution business in the U.S. and the elimination of certain redundant
regional distribution businesses. In addition, the Company incurred significant
costs associated with the closure of redundant warehouse facilities and the
reduction of personnel. The Company also wrote-off a significant amount of
customer receivables related to the termination of its entertainment software
distribution business and recorded bad debt reserves related to lower volume and
high credit risks.
 
     In fiscal 1994 the Company recorded a $5.7 million restructuring charge for
the discontinuance of product lines related to the then direct manufacture of
personal computers utilizing proprietary design features.
 
     Operating expenses are reduced by advertising revenues and market
development funds received from vendors as subsidy for or incentive to market
their products. Funds received during the year totaled $2.8 million for each of
the fiscal years ended September 30, 1996 and June 30, 1995 and $.4 million for
the quarter ended September 30, 1995. Funds received in 1994 were not
significant.
 
                                       14
<PAGE>   16
 
OPERATING RESULTS
 
     The annual and quarterly operating results of the domestic operations of
the Company have varied considerably due to the acquisition of distribution
companies, closure and sale of certain operating units and a reduced emphasis on
manufacturing and assembly for all but mass storage assembly products.
 
INTEREST EXPENSE
 
     Interest expense decreased during the year ended September 30, 1996
compared to the year ended June 30, 1995 and quarter ended September 30, 1995
due to (i) guarantees provided by C-2000 to banks which charged lower interest
rates and (ii) equity infusions from C-2000, offset by continued losses.
Interest expenses increased in the year ended June 30, 1995 compared to the
prior fiscal year due to increased levels of debt to fund acquisitions and
operating losses.
 
INCOME TAXES
 
     In the period July 1, 1993 through September 30, 1996 no income tax expense
was recorded due to losses or the availability of operating tax-loss carry
forwards.
 
INFLATION
 
     To date AmeriQuest has not been significantly affected by inflation.
Moreover, technological changes in the electronics industry have generally
resulted in price reductions, despite increases in certain costs which may be
affected by inflation.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At September 30, 1996 the Company had $2.3 million in cash and had borrowed
$77.4 million against lines of credit. The Company used $28.8 million in cash
for operating activities during the year ended September 30, 1996 compared to
$43.6 million for the year ended June 30, 1995 and $4.0 million for the quarter
ended September 30, 1995. Cash used in operations in fiscal 1996 resulted
primarily from operating losses. Operating activities in the upcoming year will
require additional cash from external financing sources. At September 30, 1996
the Company had a Stockholder's deficit of $11.2 million after operating losses
of $33.6 million in the year ended September 30, 1996 and $67.6 million in the
year ended June 30, 1995.
 
     Accounts receivable days increased during fiscal 1996, representing longer
payment terms extended to customers in order to be competitive. Inventory
turnover increased, reflecting an intentional reduction in stock carried in an
effort to reduce obsolescence costs and carrying costs necessary to support the
business.
 
     The Company maintains bank lines of credit guaranteed by C-2000 with four
German banks which total $76 million and mature on March 31, 1997. The interest
rates on such lines of credit are Libor plus .5%. C-2000 has committed to
continue the guarantee of the Company's bank lines through September 30, 1997.
The Company also maintains a $20 million line of credit with IBM Credit
Corporation ("IBMCC") which is secured by substantially all of the Company's
assets. Interest rates on the IBMCC line are prime plus 1.5%. Borrowings under
the IBMCC line at September 30, 1996 totaled $12.3 million. Borrowings under the
IBMCC line of credit are limited to a contractual percentage of eligible
inventories and receivables. The terms of the line include restrictive covenants
which require the maintenance of specific levels of tangible net worth, working
capital and operating results. IBMCC has subsequently approved amendments to the
agreement which waive prior defaults. Combined borrowings on all such lines
total $77.4 million at September 30, 1996.
 
     While management believes that the Company's current sources of external
financing are adequate to meet its current operating requirements through
September 30, 1997, a significant portion of these external financing sources
are supported by guarantees provided by C-2000. The Company is currently
exploring securing additional equity capital in order to improve its net worth
and decrease its dependence on debt financing. C-2000 has signed a binding
commitment addressed to AmeriQuest's Board of Directors which reads as follows:
 
                                       15
<PAGE>   17
 
     "This will confirm the obligation of Computer 2000 AG to provide
     AmeriQuest Technologies, Inc. with additional financing early in
     calendar 1997 in the amount of at least USD 30 million. As you know,
     Computer 2000 currently proposes that AmeriQuest commence as soon as
     practicable a rights offering to all AmeriQuest stockholders in which
     Computer 2000 would enter into a stand-by agreement to purchase at
     least USD 30 million in the offering, to the extent that purchases are
     not made by other stockholders. In the unanticipated event that it is
     decided not to proceed with the rights offering, Computer 2000 will be
     obligated to provide, in the same time frame, at least USD 30 million
     in other equity or debt financing. Computer 2000 intends that the
     foregoing constitutes its binding obligation and understands that you
     will rely on it in your corporate planning for this fiscal year and in
     connection with the preparation of your annual report on Form 10-K for
     the fiscal year ended September 30, 1996 and in other filings with the
     Securities Exchange Commission and that your independent accountants
     will rely on it in connection with their report on your financial
     statements for such fiscal year."
 
     Management believes that the C-2000 $30 million financing will be adequate
for the Company to accomplish its fiscal 1997 operating plan and meet its
financial obligations on a timely basis during fiscal 1997.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
     The financial statements, notes thereto, and the report of independent
public accountants thereon are included herein. Supplementary data, including
quarterly financial information, is included following the financial statements.
A list of the information so included is set forth in response to Item 14(a)
entitled "Exhibits, Financial Statement Schedules, and Reports on Form 8-K,"
which is incorporated herein by this reference.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
 
     None
 
                                       16
<PAGE>   18
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
     The following table sets forth certain information regarding the current
directors and officers of AmeriQuest.
 
<TABLE>
<CAPTION>
               NAME                  AGE                         POSITION
-----------------------------------  ---   ----------------------------------------------------
<S>                                  <C>   <C>
Michael Dressen....................  40    President and a Director
Holger Heims.......................  34    Executive Vice President, Secretary and Director
Harry Krischik.....................  45    Chairman of the Board of Directors
Manfred H. Guenzel.................  45    Director
Robert H. Beckett..................  62    Director
Marc L. Werner.....................  39    Director
J.R. Dick Iverson..................  68    Director
John Tonnison......................  28    Vice President -- Information Systems
Dennis Fairchild...................  47    Chief Financial Officer
Alexander C. Kramer, Jr............  53    Vice President; General Manager of Advanced Systems
                                           Group
Kenneth V. Burke...................  45    Vice President; General Manager of CMS Enhancements
Richard G. McIntyre................  47    Vice President -- Sales and Marketing
</TABLE>
 
     Michael Dressen (age 40) was appointed to serve as President of AmeriQuest
in August 1996. From May 1995 to June 1996 he served as a Member of the
Executive Board for Transtec, a value-added reseller with its principal offices
in Tuebingen, Germany. From October 1991 to April 1995 he served as Managing
Director of Computer 2000 SpA Italy (a subsidiary of Computer 2000 AG). He was
appointed to serve as a Director of AmeriQuest on September 12, 1996.
 
     Holger Heims (age 34) has served as an officer of AmeriQuest since August
1995, most recently as Executive Vice President and Secretary. From October,
1991 until August 1995 he was employed by Computer 2000 AG, most recently as
Director of Investments, Tax & Legal. Mr. Heims has a Masters of Business
Administration degree from Munich University.
 
     Dr. Harry Krischik (age 45) has served as one of the Co-Presidents of
Computer 2000 for more than the last five years, with responsibility for the
areas of logistics, electronic data processing and human resources. He is now
responsible for worldwide sales and also has regional responsibility for
Southern Europe, North America and Latin America.
 
     Manfred H. Guenzel (age 45) was appointed to serve as a Co-President and
Member of the Executive Board of Computer 2000 AG in January 1996. From August
1990 until January 1996, he served as Head of Corporate
Development/Acquisitions/Controlling (Energy, Chemistry, Aluminum Refractories,
Telecommunications) for VIAG AG, the ultimate parent of Computer 2000 AG.
 
     Robert H. Beckett (age 62) served as the President and Chief Executive
Officer of Robec, Inc. from its inception in 1978 until its acquisition by
AmeriQuest in November 1995. He then served AmeriQuest as Vice President in
charge of the Advanced Systems Group until his retirement in June 1996. Mr.
Beckett holds a Bachelor of Science degree in Mechanical Engineering from
Worcester Polytechnic Institute.
 
     Marc L. Werner (age 39) has been employed by Werner Co. and various
companies affiliated with Werner Co. since 1986, and currently serves as Chief
Executive Officer and President and Director for Werner Financial, Inc. Mr.
Werner is a Certified Public Accountant, and holds a Bachelor of Science degree
in Accounting from Northern Illinois University.
 
     J. R. Dick Iverson (age 68) is currently retired, except for his service on
the board of directors of AmeriQuest, Telegen Corporation and ComStream
Corporation, a subsidiary of Spar Inc. From 1986 to 1994 he served as Chief
Executive Officer and President of the American Electronics Association.
 
                                       17
<PAGE>   19
 
     John Tonnison (age 28) has served as Vice President -- Information Systems
of AmeriQuest since January 1996. From October 1993 to December 1995 he served
as C-2000's director for implementation of SAP software systems. From October
1991 to September 1993 he served as a Director and as Director of Information
Systems for Frontline Distribution Ltd., C-2000's wholly-owned subsidiary in the
United Kingdom.
 
     Dennis C. Fairchild (age 47) joined AmeriQuest upon its acquisition of NCD
in November 1994. Mr. Fairchild has served as Chief Financial Officer of NCD
since January 1994. From March 1990 to December 1993, Mr. Fairchild was a
partner in Coral Springs Connections, the owner of Southeast Frozen Foods, and
served as Chief Financial Officer of Southwest Frozen Foods. Mr. Fairchild is a
Certified Public Accountant and a CMA.
 
     Alexander C. Kramer, Jr. (age 53) served as Vice President -- Operations of
Robec, Inc. for thirteen years prior to its acquisition in November 1995 by
AmeriQuest. Since November 1995 he has served in various capacities, most
recently as Vice President; General Manager of the Advanced Systems Group.
 
     Kenneth V. Burke (age 45) served in various capacities while employed by
Mountain Computer, Inc. between 1981 to 1995, the last of which was as Executive
Vice President/General Manager of Summit, Inc., a subsidiary of Mountain
Computer, Inc. from 1991 to March 1995. Mr. Burke joined AmeriQuest in March,
1995, as Vice President; General Manager of CMS Enhancements.
 
     Richard G. McIntyre (age 47) served as President of Peregrine Marketing,
the exclusive sales and marketing consultant for Olivetti Office USA from 1990
until February 1995, at which time he joined AmeriQuest as Vice
President -- Sales and Marketing.
 
                                       18
<PAGE>   20
 
ITEM 11.  EXECUTIVE COMPENSATION.
 
     The following table provides information concerning the annual and
long-term compensation of the Chief Executive Officer of AmeriQuest and each of
the four other highest paid executive officers who served as such during fiscal
year 1996, and for two of the other highest paid executive officers who
terminated their employment with AmeriQuest prior to the end of fiscal year 1996
(collectively, the "Named Executive Officers") for services rendered to
AmeriQuest and its subsidiaries in all capacities during the fiscal years 1996,
1995 and 1994. This information includes the dollar values of base salaries and
bonus awards, and certain other compensation, if any, whether paid or deferred.
AmeriQuest does not provide long-term compensation benefits other than stock
options.
 
<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                                                                 COMPENSATION
                                                                                 ------------
                                                    ANNUAL COMPENSATION(1)       STOCK OPTION
                                                 -----------------------------      AWARDS        ALL OTHER
          NAME AND PRINCIPAL POSITION            YEAR      SALARY       BONUS      (SHARES)      COMPENSATION
-----------------------------------------------  ----     --------     -------   ------------    ------------
<S>                                              <C>      <C>          <C>       <C>             <C>
D. Stephen DeWindt,                              1996     $210,000         -0-         -0-         $110,000(3)
  Chief Executive Officer                        1995          -0-         -0-         -0-              -0-
                                                 1994          -0-         -0-         -0-              -0-
Robert S. Beckett,                               1996     $159,808(2)  $19,974         -0-         $110,000(3)
  Vice President -- Components                   1995     $150,000         -0-         -0-              -0-
                                                 1994     $119,769         -0-         -0-
Kenneth V. Burke,                                1996     $170,000     $60,000         -0-              -0-
  Vice President of AmeriQuest and General       1995     $ 92,772     $18,750         -0-              -0-
  Manager of CMS Enhancements, Inc., a wholly-   1994          -0-         -0-         -0-              -0-
  owned subsidiary of AmeriQuest
Alexander C. Kramer, Jr.,                        1996     $150,000     $19,974         -0-              -0-
  Vice President -- Advanced Systems Group       1995     $150,000         -0-         -0-              -0-
                                                 1994     $115,000         -0-         -0-              -0-
Dennis C. Fairchild,                             1996     $145,000     $28,000      50,000         $ 50,000(4)
  Chief Financial Officer                        1995     $122,227     $40,000         -0-              -0-
                                                 1994     $ 71,154         -0-         -0-              -0-
Robert H. Beckett,                               1996     $129,831(2)  $26,326         -0-         $196,000(5)
  Vice President -- Advanced Systems Group       1995     $196,000         -0-         -0-              -0-
                                                 1994     $127,500         -0-         -0-              -0-
John Faiman,                                     1996     $151,330(2)  $19,974      50,000         $ 75,000(6)
  Vice President -- U.S. Sales                   1995     $154,124         -0-         -0-              -0-
                                                 1994     $153,124         -0-         -0-              -0-
</TABLE>
 
---------------
 
(1) In fiscal years 1996, 1995 and 1994, no executive officer received
     perquisites or other personal benefits, securities or property which
     exceeded the lesser of $50,000 or 10% of such executive officer's salary
     and bonus.
(2) Salary compensation includes amounts paid for vacation time not taken by the
     employees.
(3) Messrs. D. Stephen DeWindt and Robert S. Beckett terminated their employment
     on September 30, 1996, and the amounts set forth under the column entitled
     "All Other Compensation" represents severance payments to which they were
     entitled under their respective employment agreements.
(4) Represents amounts advanced during the fiscal year in contemplation that the
     same would be forgiven in fiscal 1997 as a bonus for the employee's
     cooperation to move to Florida following the end of the 1996 fiscal year.
(5) Mr. Robert H. Beckett terminated his employment on May 17, 1996, and the
     amount set forth under the column entitled "All Other Compensation"
     represents a severance payment to which he was entitled under his
     employment agreement.
(6) Mr. John Faiman terminated his employment on August 5, 1996, and the amount
     set forth under the column entitled "All Other Compensation" represents a
     severance payment to which he was entitled under his employment agreement.
 
                                       19
<PAGE>   21
 
OPTION GRANTS
 
     The following table provides, information concerning individual grants of
stock options made during fiscal year 1996 to each of the Named Executive
Officers.
 
<TABLE>
<CAPTION>
                                                                                                    POTENTIAL
                                                                                                   REALIZABLE
                                                                                                    VALUE AT
                                                                                                 ASSUMED ANNUAL
                                                                                                 RATES OF STOCK
                                                         % OF TOTAL                                   PRICE
                                              NO. OF      OPTIONS                                 APPRECIATION
                                            SECURITIES   GRANTED TO                                FOR OPTION
                                            UNDERLYING   EMPLOYEES     EXERCISE                    TERM(2)(3)
                                             OPTIONS     IN FISCAL    PRICE (PER    EXPIRATION   ---------------
                   NAME                      GRANTED     YEAR 1996      SHARE)         DATE      0%    5%    10%
------------------------------------------  ----------   ----------   -----------   ----------   ---   ---   ---
<S>                                         <C>          <C>          <C>           <C>          <C>   <C>   <C>
D. Stephen DeWindt........................    -0-          -0-          -0-             --       $ 0   $ 0   $ 0
Robert S. Beckett.........................    -0-          -0-          -0-             --       $ 0   $ 0   $ 0
Kenneth V. Burke..........................    -0-          -0-          -0-             --       $ 0   $ 0   $ 0
Alexander C. Kramer.......................    -0-          -0-          -0-             --       $ 0   $ 0   $ 0
Dennis C. Fairchild.......................    50,000          11%        $2.00       7/20/01     $ 0   $ 0   $ 0
Robert H. Beckett.........................    -0-          -0-          -0-             --       $ 0   $ 0   $ 0
John Faiman...............................    50,000          11%        $2.00       7/20/01     $ 0   $ 0   $ 0
</TABLE>
 
---------------
 
(1) Options granted to employees during fiscal 1996 totalled 450,000 shares
     exercisable at $2.00 per share, the closing price of AmeriQuest Common
     Stock on July 20, 1995. The grants made were primarily to honor promises of
     prior managers to the employees involved.
(2) The potential realizable values shown in these columns illustrate the
     results of hypothetical annual rates of appreciation compounded annually
     from the date of grant until the end of the option term, assuming an
     initial investment equal to the aggregate exercise price shown for the
     option grant. These amounts are reported net of the option exercise price
     (which may be paid by delivery of already-owned shares of Common Stock),
     but before any taxes associated with the exercise or subsequent sale of the
     underlying shares.
(3) The dollar amounts in these columns are based on the hypothetical annual
     rates of appreciation noted and are therefore not intended to forecast
     possible future appreciation, if any, of the price of AmeriQuest's Common
     Stock. Alternative formulas for determining potential realizable value have
     not been utilized because AmeriQuest is not aware of any formula which will
     determine with reasonable accuracy a present value based on future unknown
     or volatile factors. There can be no assurance that the dollar amounts
     reflected in these columns will be achieved. Actual gains, if any, on stock
     option exercises are dependent on the future performance of the Common
     Stock and overall market conditions, as well as the executive officer's
     continued employment through the vesting period.
 
                                       20
<PAGE>   22
 
OPTION EXERCISES AND FISCAL YEAR END VALUES
 
     The following table provides, as to the Named Executive Officers,
information concerning unexercised stock options at September 30, 1996. None of
the executive officers exercised any stock options during fiscal year 1996.
 
<TABLE>
<CAPTION>
                                                   NUMBER OF UNEXERCISED            VALUE OF UNEXERCISED
                                                  OPTIONS AT SEPTEMBER 30,        IN-THE-MONEY OPTIONS AT
                                                            1996                   SEPTEMBER 30, 1996(1)
                                                ----------------------------    ----------------------------
                     NAME                       EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----------------------------------------------  -----------    -------------    -----------    -------------
<S>                                             <C>            <C>              <C>            <C>
D. Stephen DeWindt............................      -0-             -0-             -0-            -0-
Robert S. Beckett(2)..........................     10,753           -0-           $ 2,518          -0-
Kenneth V. Burke..............................     37,500         112,500           -0-            -0-
Alexander C. Kramer, Jr.(3)...................     26,882          26,882           1,799          1,799
Dennis C. Fairchild(4)........................     10,000          40,000           -0-            -0-
Robert H. Beckett.............................      -0-             -0-             -0-            -0-
John Faiman(5)................................     50,000           -0-             -0-            -0-
</TABLE>
 
---------------
 
(1)  Based on the closing price of AmeriQuest's Common Stock on the New York
     Stock Exchange on September 30, 1996.
(2)  The Severance Agreement with Robert S. Beckett as of September 30, 1996
     acknowledged 10,753 shares as having vested at that time with respect to an
     option granted on June 7, 1994.
(3)  Represents 10,753 shares as having vested with respect to an option granted
     on June 7, 1994 and 26,882 shares as having vested under an option granted
     March 22, 1993.
(4)  Represents shares vested under a 50,000 share option granted on July 22,
     1995.
(5)  Represents shares vested under a Severance Agreement dated August 5, 1996.
 
COMPENSATION OF OUTSIDE DIRECTORS
 
     AmeriQuest pays its outside Directors, Robert H. Beckett, Marc L. Werner
and J.R. Dick Iverson $2,500 per calendar quarter plus expenses incurred to
attend Board meetings. All directors are also eligible to receive stock and/or
stock options as a form of compensation.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     During of fiscal 1996 the Compensation Committee consisted of D. Stephen
DeWindt, Dr. Harry Krischik and Marc L. Werner.
 
     During the same period that Marc L. Werner was a member of the Compensation
Committee, Mr. Werner was also President and a Director of Manufacturers
Indemnity and Insurance Company of America ("MIICA"), a stockholder of
AmeriQuest.
 
     In October 1994, AmeriQuest sold to MIICA 200,000 shares of Common Stock at
$2.50 per share. The purchase price at which AmeriQuest sold these shares was
$0.10 per share greater than the purchase price at which AmeriQuest offered and
sold shares in a separate private placement completed in October 1994. MIICA
paid-in $2,000 cash (equal to the par value for the shares) and remained
obligated to pay the balance of $498,000. This payment obligation was unsecured,
and did not bear interest. This payment obligation was originally due in October
1995, but in July 1995, AmeriQuest extended the due date until September 1996.
On March 29, 1996, the Board of Directors resolved to forgive this indebtedness
in consideration of the efforts expended by Marc L. Werner on behalf of
AmeriQuest above and beyond his role as a Director. At the time of the purchase
in October 1994, Marc L. Werner and his cousin Eric J. Werner were Directors of
both MIICA and AmeriQuest, and Marc L. Werner was a member of the Compensation
Committee.
 
                                       21
<PAGE>   23
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
     The following table sets forth, as of November 30, 1996, information
relating to the beneficial ownership of AmeriQuest's Common Stock by (i) each
person known to AmeriQuest to be the beneficial owner of more than five percent
of AmeriQuest's outstanding Common Stock, (ii) each director, (iii) each of the
Named Executive Officers, and (iv) all directors and executive officers as a
group. AmeriQuest knows of no agreements among its shareholders which relate to
voting or investment power over its Common Stock.
 
<TABLE>
<CAPTION>
                                                                    BENEFICIAL OWNERSHIP AS OF
                                                                       NOVEMBER 30, 1996(1)
                                                             -----------------------------------------
                                                             NUMBER OF SHARES     PERCENT OF CLASS(18)
                                                             ----------------     --------------------
<S>                                                          <C>                  <C>
NAME AND ADDRESS OF BENEFICIAL OWNER
Computer 2000 Inc.(2)......................................     38,933,429                 56%
  6100 Hollywood Blvd., Ste. 700
  Hollywood, Florida 33024
Computer 2000 AG(2)........................................     38,933,429                 56%
  Wolfratshauser Strasse 84
  81379 Munchen, Germany
DIRECTORS AND OFFICERS(17)
Michael Dressen(3).........................................        -0-                      *
Holger Heims(4)............................................        -0-                      *
Harry Krischik(5)..........................................     38,933,429                 56%
Manfred H. Guenzel(6)......................................     38,933,429                 56%
Robert H. Beckett(7).......................................      3,497,657                  5%
Marc L. Werner(8)..........................................      3,693,473                  5%
J.R. Dick Iverson(9).......................................         10,000                  *
Alexander C. Kramer, Jr.(10)...............................         26,881                  *
Dennis C. Fairchild(11)....................................         32,131                  *
Kenneth V. Burke(12).......................................         83,100                  *
D. Stephen DeWindt(13).....................................        100,000                  *
Robert S. Beckett(14)......................................        -0-                      *
John Faiman(15)............................................        -0-                      *
All officers and directors as a group (15 persons)(17).....     46,376,671(16)             65%
</TABLE>
 
---------------
 
   * Denotes less than 1%
 (1) Unless otherwise indicated below, the persons and entities named in the
     table have sole voting and sole investment power with respect to all shares
     beneficially owned, subject to community property laws where applicable.
 (2) Includes shares owned directly by Computer 2000 Inc., a wholly-owned
     subsidiary of Computer 2000 AG. The amount reflected in the table includes
     2,583,021 shares subject to the Acquisition Maintenance Warrant in favor of
     Computer 2000, Inc., which are currently exercisable and 530 shares subject
     to outstanding Achievement Warrants in favor of Computer 2000 Inc., which
     are currently exercisable. The warrants and option held by C-2000 are as
     follows:
 
<TABLE>
              <S>                                                    <C>
              Acquisition Maintenance Warrants.....................   2,841,988
              Achievement Warrants.................................   7,035,280
              Unit Maintenance Warrants............................   5,148,574
              Maintenance Option...................................   3,727,255
</TABLE>
 
 (3) Mr. Dressen became President of AmeriQuest on August 1, 1996, and was
     appointed to serve as a Director on September 12, 1996.
 (4) Mr. Heims is Executive Vice President, Secretary and a Director of
     AmeriQuest.
 (5) Represents the shares held of record by Computer 2000 Inc. (see footnote
     (2) above). Mr. Krischik is a member of the Management Board of Computer
     2000 AG, and therefore may be deemed to have shared voting power over the
     shares of AmeriQuest held by Computer 2000 Inc. There is only a total of
     five Co-Presidents of Computer 2000, of which Mr. Krischik is one. In this
     regard, it should also be noted that the parent companies of Computer 2000,
     Klockner & Co. AG and VIAG Aktiengesellschaft,
 
                                       22
<PAGE>   24
 
     have been asserting a significant degree of control over the affairs of
     Computer 2000. Additionally, it should be noted that Messrs. Michael
     Dressen and Holger Heims are nominees of Computer 2000. Mr. Krischik
     disclaims beneficial ownership of all shares of AmeriQuest held by Computer
     2000 Inc. Mr. Krischik is the Chairman of the Board of Directors of
     AmeriQuest.
 (6) Represents the shares held of record by Computer 2000, Inc. (see footnote
     (2) above). Mr. Guenzel is a member of the Management Board of Computer
     2000 AG, and therefore may be deemed to have shared voting power over the
     shares of AmeriQuest held by Computer 2000 Inc. There is only a total of
     five Co-Presidents of Computer 2000, of which Mr. Guenzel is one. In this
     regard, it should also be noted that the parent companies of Computer 2000,
     Klockner & Co. AG and VIAG Aktiengesellschaft, have been asserting a
     significant degree of control over the affairs of Computer 2000.
     Additionally, it should be noted that Messrs. Michael Dressen and Holger
     Heims are nominees of Computer 2000. Mr. Guenzel disclaims beneficial
     ownership of all shares of AmeriQuest held by Computer 2000 Inc. Mr.
     Guenzel is a Director of AmeriQuest.
 (7) Mr. Robert H. Beckett served as Senior Vice President -- Advanced Systems
     Group from November 13, 1995 to the time of his severance from employment
     in May 1996. Mr. Beckett still serves as a Director of AmeriQuest.
 (8) Includes 80,000 shares of Common Stock held of record by Mr. Werner, of
     which 20,000 shares are held by Mr. Werner as custodian for certain of his
     children. The amount reflected in the table also includes 1,605,273 shares
     of Common Stock and 1,700,000 shares of Common Stock subject to warrants,
     each held of record by Manufacturers Indemnity and Insurance Company of
     America. The warrants are currently exercisable. Mr. Werner is the
     President and a Director of Manufacturers Indemnity and Insurance Company
     of America and, therefore, may be deemed to have shared voting and
     investment powers over the shares of AmeriQuest held by Manufacturers
     Indemnity and Insurance Company of America. Mr. Werner disclaims beneficial
     ownership of all shares of AmeriQuest held by Manufacturers Indemnity and
     Insurance Company of America. Mr. Werner is a Director of AmeriQuest.
 (9) Mr. Iverson commenced service as a Director of AmeriQuest on July 10, 1996.
(10) Includes 26,881 shares subject to stock options exercisable within 60 days
     after November 30, 1996. Mr. Kramer serves as Vice President -- Advanced
     Systems Group.
(11) Includes 10,000 shares subject to a 50,000 share stock option in favor of
     Mr. Fairchild, which are exercisable within sixty days after November 30,
     1996. Mr. Fairchild serves as the Chief Financial Officer of AmeriQuest.
(12) Includes 37,500 shares subject to a 150,000 share stock option in favor of
     Mr. Burke, which are exercisable within sixty days after November 30, 1996.
     Mr. Burke serves as Vice President of AmeriQuest and General Manager of CMS
     Enhancements, Inc., a wholly-owned subsidiary of AmeriQuest.
(13) Includes 50,000 shares of Common Stock subject to a Warrant currently
     exercisable in full. Mr. DeWindt served as Chairman of the Board of
     Directors and Chief Executive Officer of AmeriQuest from August 21, 1995
     until his severance from service on September 30, 1996.
(14) Mr. Robert S. Beckett served as Vice President -- Components of AmeriQuest
     from November 13, 1995 until his severance from service on September 30,
     1996.
(15) Mr. Faiman served as Vice President -- U.S. Sales until his severance from
     employment on August 5, 1996.
(16) Includes 4,407,932 shares subject to stock options and warrants currently
     vested and issuable upon exercise of such options and warrants.
(17) The address for the executive officers and directors and proposed directors
     is: 6100 Hollywood Blvd., Ste. 700, Hollywood, Florida 33024.
(18) For purposes of determining the percentage of outstanding Common Stock held
     by each person or group set forth in the table, the number of shares held
     by a person or group is divided by the number of shares of AmeriQuest's
     Common Stock outstanding on November 30, 1996 (67,047,392) plus the number
     of shares of Common Stock subject to outstanding stock options and warrants
     exercisable currently or within 60 days of November 30, 1996 by such person
     or group, in accordance with Rule 13d-3(d)(1)
 
                                       23
<PAGE>   25
 
     under the Securities Exchange Act of 1934, as amended. Percentages of less
     than 1% are represented by an asterisk.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
     In December 1995, C-2000 issued guarantees to certain lenders to secure up
to $66 million of lines of credit such lenders might extend to the Company. In
November 1996 C-2000 increased the $66 million of credit lines to $76 million.
The total amount guaranteed as of December 12, 1996 is approximately $76
million. As of September 30, 1996, the Company had borrowed approximately $65.1
million from such lenders under such lines of credit. These borrowings were used
in part to reduce the Company's interest-bearing indebtedness under its
previously outstanding lines of credit from approximately $52 million to zero,
resulting in a reduction, as of September 30, 1996, in the average interest rate
on the Company's total outstanding indebtedness from approximately 11.0% per
annum to approximately 6.4% per annum. In return for the guarantees, AmeriQuest
agreed to pay C-2000 one-half of one percent (0.5%) per annum of the amounts
guaranteed, on a weighted average basis, and provided C-2000 with a security
interest in all of the Company's assets, and agreed to seek refinancing of its
outstanding debt as soon as reasonably practicable. C-2000's guarantees expire
on September 30, 1997, and the lines of credit guaranteed by C-2000 mature on
March 31, 1997. In the opinion of management this financing was at least as
favorable to AmeriQuest as could have been obtained from unaffiliated third
party lenders.
 
                             ---------------------
 
     AmeriQuest leases its facility in Horsham, Pennsylvania from Bowe 3
Partners at a lease rate of approximately $522,000 per year for 105,000 square
feet of office and warehouse space. The Lease for this facility was scheduled to
terminate on December 31, 1996, but by mutual agreement of the parties was
extended on September 10, 1996 through January 31, 1998 at the same rate as that
currently in effect for September 1996. Robert H. Beckett, Robert S. Beckett and
Alexander C. Kramer, Jr. are partners in Bowe 3 Partners. In the opinion of
management the terms of the Lease are as favorable as could be obtained from
unaffiliated third parties.
 
                             ---------------------
 
     Reference is hereby made to the forgiveness of indebtedness from
Manufacturers Indemnity and Insurance Company of America which resulted from the
issuance of securities to Manufacturers Indemnity and Insurance Company of
America which is described above in the section entitled "Compensation Committee
Interlocks and Insider Participation."
 
                                       24
<PAGE>   26
 
SEVERANCE ARRANGEMENTS WITH PRIOR MEMBERS OF MANAGEMENT
 
     During fiscal 1996 AmeriQuest several officers terminated their employment
with AmeriQuest as part of its efforts to reduce overhead expenses and retain
personnel skilled enough to effect a turn-around of the Company. The following
table sets forth the amounts of severance payments made and the names of the
officers to whom such payments were made.
 
<TABLE>
<CAPTION>
                EMPLOYEE                                                                  SEVERANCE
           NAME AND POSITION               DATE OF SEVERANCE        CONTRACT RIGHT          PAID
----------------------------------------  -------------------    ---------------------    ---------
<S>                                       <C>                    <C>                      <C>
Thomas F. Ross..........................  November 3, 1995       $340,000                 $ 340,000
  Chief Operating Officer                                        (two year's salary)
Donald Resnick..........................  January 31, 1996       None                     $ 100,000(1)
  Chief Financial Officer
John Higgins............................  January 31, 1996       None                     $ 100,000(2)
  Vice President Marketing and
     Purchasing
Robert H. Beckett, Sr...................  May 17, 1996           $196,000                 $ 196,000
  Vice President, Advanced Systems Group                         (one year's salary)
David R. Malmberg.......................  May 28, 1996           $80,000                  $  80,000
  Vice President, Purchasing                                     (six month's salary)
John Faiman.............................  August 5, 1996         None                     $ 100,000(3)
  Vice President, U.S. Sales
D. Stephen DeWindt......................  September 30, 1996     $110,000                 $ 110,000
  Chief Executive Officer                                        (six month's salary)
Robert S. Beckett.......................  September 30, 1996     $150,000                 $ 100,000
  Vice President, Components                                     (one year's salary)
</TABLE>
 
---------------
 
(1) Don Resnick had no written contract, only a resolution of the Board of
     Directors, with no provision for severance. $80,000 of his severance pay
     was structured as project completion pay.
(2) John Higgins had no written contract. He was given a repricing of his
     175,000 shares under option from $2.00 to $.70 per share.
(3) John Faiman had no written contract.
 
                                       25
<PAGE>   27
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
     (a) Financial Statements and Schedules
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                     REFERENCE
                                                                                     ----------
<S>                                                                                  <C>
(1) Financial Statements included in Part II of this Report:
          Report of Independent Public Accountants.................................      F-1
          Statements of Operations.................................................      F-2
          Balance Sheets...........................................................      F-3
          Statements of Stockholders' Equity.......................................      F-4
          Statements of Cash Flows.................................................      F-5
          Notes to Financial Statements............................................      F-7
(2) Financial Statement Schedules
          Schedule II -- Valuation and Qualifying Accounts and Reserves............     F-17
</TABLE>
 
     (b) Reports on Form 8-K
 
          Not Applicable
 
     (c) Exhibits
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
    3.01(a)*   Certificate of Incorporation of                                    SEC File No. 1-10397
               AmeriQuest as amended through                                    10-K for June 30, 1994
               September 22, 1994.
    3.01(b)    Amendment to the Certificate of                                    SEC File No. 1-10397
               Incorporation of AmeriQuest dated                           10-K for September 30, 1996
               April 1, 1996 pursuant to which
               authorized Common Stock was increased
               to 200,000,000 shares and authorized
               Preferred Stock was restored to
               5,000,000 shares
    3.01(c)*   Certificate of Designations for                                    SEC File No. 1-10397
               Preferred Stock issued and issuable to                           10-K for June 30, 1995
               Computer 2000.
    3.02*      By-laws of AmeriQuest                       189                   SEC File No. 33-81726
    4.01*      Reference is made to Exhibits 3.01 and
               3.02, the Certificate of Incorporation
               and By-laws, which define the rights
               of security holders
    4.02*      Specimen Stock Certificate                  274                   SEC File No. 33-81726
   10.01*      Inventory and Working Capital                                      SEC File No. 1-10397
               Financing Agreement dated May 5, 1995                            10-K for June 30, 1995
               by and between CDS Distribution, Inc.
               and IBM Credit Corporation, as
               amended.
</TABLE>
 
                                       26
<PAGE>   28
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
   10.02*      Inventory and Working Capital                                      SEC File No. 1-10397
               Financing Agreement dated May 5, 1995                            10-K for June 30, 1995
               by and between CMS Enhancements, Inc.
               and IBM Credit Corporation, as
               amended.
   10.03*      Working Capital Financing Agreement                                SEC File No. 1-10397
               dated May 5, 1995 by and between                                 10-K for June 30, 1995
               AmeriQuest/Kenfil Inc. and IBM Credit
               Corporation, as amended.
   10.04*      Inventory and Working Capital                                      SEC File No. 0-18115
               Financing Agreement dated September                        8-K dated September 22, 1994
               21, 1994 by and between Robec, Inc.
               and IBM Credit Corporation, as
               amended.
   10.05*      Incentive Stock Option Plan                                        SEC File No. 2-96539
   10.06*      Employee Stock Bonus Plan                                             SEC File 33-23809
   10.07       1996 Equity Incentive Plan                                         SEC File No. 1-10397
                                                                           10-K for September 30, 1996
   10.08*      Employment Agreement for Steve DeWindt                             SEC File No. 1-10397
                                                                                10-K for June 30, 1995
   10.09*      Employment Agreement for Mark Mulford                              SEC File No. 1-10397
                                                                                10-K for June 30, 1995
   10.10       Employment Agreement for Michael                                   SEC File No. 1-10397
               Dressen                                                     10-K for September 30, 1996
   10.11       Employment Agreement for Holger Heims                              SEC File No. 1-10397
                                                                           10-K for September 30, 1996
   10.12       Employment Agreement for Dennis C.                                 SEC File No. 1-10397
               Fairchild                                                   10-K for September 30, 1996
   10.13       Employment Agreement for Ken Burke                                 SEC File No. 1-10397
                                                                           10-K for September 30, 1996
   10.14       Employment Agreement for Alexander C.                              SEC File No. 1-10397
               Kramer, Jr.                                                 10-K for September 30, 1996
   10.15*      Purchase Agreement dated August 7,                                 SEC File No. 1-10397
               1995 by and between AmeriQuest and                             8-K dated August 7, 1995
               Computer 2000 AG
   10.16       Promissory Notes in favor of Computer                              SEC File No. 1-10397
               2000 AG's lending sources, i.e.                             10-K for September 30, 1996
               Commerzbank Aktiengesellschaft,
               Deutsche Bank AG, Bayerische
               Hypotheken und Wechsel Bank
               Aktiengesellschaft ("Hypo Bank") and
               Bayerische Vereinsbank AG.
   10.17       Guarantee of Indebtedness from                                     SEC File No. 1-10397
               Computer 2000 AG and Commitment for                         10-K for September 30, 1996
               additional funding in 1997.
   10.18*      Agreement of Sublease dated December                              SEC File No. 33-81726
               5, 1994 by and between AmeriQuest and
               The Austin Company.
</TABLE>
 
                                       27
<PAGE>   29
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
   10.19       Agreement of Subsublease dated January                             SEC File No. 1-10397
               18, 1996 by and between AmeriQuest,                         10-K for September 30, 1996
               SOS Office Systems, Inc. and Tenet
               Healthcare Corporation.
   10.20       Lease dated July 8, 1992, as amended,                              SEC File No. 1-10397
               by and between AmeriQuest as successor                      10-K for September 30, 1996
               in interest by merger to the interests
               of Ross White Enterprises, Inc. d/b/a
               "National Computer Distributors" and
               Horizon Associates Joint Venture.
   10.21       Lease Agreement dated January 1, 1994,                             SEC File No. 1-10397
               as amended, by and between AmeriQuest                       10-K for September 30, 1996
               as successor in interest by merger to
               the interests of Robec, Inc. and Bowe
               3 Partners.
   10.22       Commercial Lease Agreement dated                                   SEC File No. 1-10397
               November 22, 1994, by and between                           10-K for September 30, 1996
               AmeriQuest and Tradeport Partners.
   10.23       Lease Agreement dated January 3, 1995,                             SEC File No. 1-10397
               as amended, by and between AmeriQuest                       10-K for September 30, 1996
               as successor in interest by merger to
               the interests of Ross White
               Enterprises, Inc. d/b/a "National
               Computer Distributors" and Elk Grove
               Village Industrial Park.
   10.24       Standard Industrial                                                SEC File No. 1-10397
               Lease -- Multi-tenant dated March 1,                        10-K for September 30, 1996
               1994, by and between AmeriQuest as
               successor in interest by merger to the
               interests of Ross White Enterprises,
               Inc. d/b/a "National Computer
               Distributors" and Oates Business Park.
   10.25       Lease -- Industrial Commercial dated                               SEC File No. 1-10397
               September 12, 1994, by and between                          10-K for September 30, 1996
               AmeriQuest as successor in interest by
               merger to the interests of Ross White
               Enterprises, Inc. d/b/a "National
               Computer Distributors" and New World
               Partners Joint Venture.
   10.26       Lease Agreement dated on or about                                  SEC File No. 1-10397
               February 27, 1990, as amended, by and                       10-K for September 30, 1996
               between AmeriQuest as successor in
               interest by merger to the interests of
               Ross White Enterprises, Inc. d/b/a
               "National Computer Distributors" and
               Valwood West Associates and CIIF
               Associates.
   10.27       Lease Agreement dated January 25,                                  SEC File No. 1-10397
               1995, as amended, by and between                            10-K for September 30, 1996
               AmeriQuest and Anaheim Technology
               Center.
</TABLE>
 
                                       28
<PAGE>   30
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<S>            <C>                                      <C>         <C>
   10.28       Sublease dated as of September 4, 1996                             SEC File No. 1-10397
               by and between AmeriQuest and Central                       10-K for September 30, 1996
               Video, Inc.
   10.29       Standard Industrial/Commercial Single-                             SEC File No. 1-10397
               Tenant Lease -- Net, dated October 1,                       10-K for September 30, 1996
               1996 by and between CMS Enhancements,
               Inc. and ICM Investments, Ltd., as
               guaranteed by AmeriQuest.
   21.01       Subsidiaries of AmeriQuest                                         SEC File No. 1-10397
                                                                           10-K for September 30, 1996
   23.01       Consent of Arthur Andersen LLP to the                              SEC File No. 1-10397
               incorporation of their report included                      10-K for September 30, 1996
               in the Annual Report on Form 10-K of
               AmeriQuest for the fiscal year ended
               September 30, 1996 into AmeriQuest's
               previously filed Registration
               Statements.
   24.01       Powers of Attorney for Messrs. Harry                               SEC File No. 1-10397
               Krischik, Manfred H. Guenzel, Michael                       10-K for September 30, 1996
               Dressen, Holger Heims, Robert H.
               Beckett, Marc L. Werner and J.R. Dick
               Iverson
   27.01       Financial Data Schedule (for SEC use                               SEC File No. 1-10397
               only)                                                       10-K for September 30, 1995
</TABLE>
 
---------------
 
* Incorporated herein by reference to the indicated filing pursuant to Rule
  12b-32 under the Securities Exchange Act of 1934, as amended, and Rule 24 of
  the Commission's Rules of Practice.
 
                                       29
<PAGE>   31
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1933, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hollywood, State of Florida, on the 16th day of December, 1996.
 
                                          AmeriQuest Technologies, Inc.
 
                                                  /s/ MICHAEL DRESSEN
                                          --------------------------------------
                                          By: Michael Dressen
                                            President
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                               TITLE                     DATE
---------------------------------------------  ----------------------------  ------------------
<S>                                            <C>                           <C>
 
             /s/ MICHAEL DRESSEN               President and a Director      December 16, 1996
---------------------------------------------    (Principal Executive
               Michael Dressen                   Officer)
 
              /s/ HOLGER HEIMS                 Executive Vice President,     December 16, 1996
---------------------------------------------    Secretary and Director
                Holger Heims
 
           /s/ DENNIS C. FAIRCHILD             Chief Financial Officer       December 16, 1996
---------------------------------------------    (Principal Financial and
             Dennis C. Fairchild                 Accounting Officer)
 
           /s/ DR. HARRY KRISCHIK              Director                      December 16, 1996
---------------------------------------------
            Dr. Harry Krischik**
 
           /s/ MANFRED H. GUENZEL              Director                      December 16, 1996
---------------------------------------------
            Manfred H. Guenzel**
 
            /s/ ROBERT H. BECKETT              Director                      December 16, 1996
---------------------------------------------
             Robert H. Beckett**
 
             /s/ MARC L. WERNER                Director                      December 16, 1996
---------------------------------------------
              Marc L. Werner**
 
            /s/ J.R. DICK IVERSON              Director                      December 16, 1996
---------------------------------------------
             J.R. Dick Iverson**
 
             /s/ MICHAEL DRESSEN
---------------------------------------------
              Michael Dressen*,
              Attorney-in-Fact
 
              /s/ HOLGER HEIMS
---------------------------------------------
               Holger Heims,**
              Attorney-in-Fact
</TABLE>
 
                                       30
<PAGE>   32
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To AmeriQuest Technologies, Inc.:
 
We have audited the accompanying consolidated balance sheets of AmeriQuest
Technologies, Inc. (a Delaware corporation) and subsidiaries (AmeriQuest) as of
September 30, 1996, September 30, 1995 and June 30, 1995, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the fiscal year ended September 30, 1996, the three months ended
September 30, 1995 and the fiscal years ended June 30, 1995 and June 30, 1994.
These financial statements are the responsibility of AmeriQuest's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmeriQuest as of September 30,
1996, September 30, 1995 and June 30, 1995, and the results of their operations
and their cash flows for the fiscal year ended September 30, 1996, the three
months ended September 30, 1995, and the fiscal years ended June 30, 1995 and
June 30, 1994 in conformity with generally accepted accounting principles.
 
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index on page
  is presented for purposes of complying with the Securities and Exchange
Commissions rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
 
                                                   ARTHUR ANDERSEN LLP
 
Los Angeles, California
December 16, 1996
 
                                       F-1
<PAGE>   33
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                             THREE MONTHS
                                            YEAR ENDED           ENDED         YEAR ENDED     YEAR ENDED
                                           SEPTEMBER 30,     SEPTEMBER 30,      JUNE 30,       JUNE 30,
                                               1996              1995             1995           1994
                                           -------------     -------------     ----------     ----------
                                                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                        <C>               <C>               <C>            <C>
NET SALES................................   $   424,708       $   100,723      $  416,571     $  87,593
COST OF SALES............................       401,165            93,308         400,820        75,023
                                             ----------        ----------      ----------     ---------
  Gross profit...........................        23,543             7,415          15,751        12,570
OPERATING EXPENSES
  Selling, general and administrative....        45,998            13,019          53,471        14,144
  Intangibles write-off..................            --                --          23,777            --
  Lease termination and relocation
     costs...............................         6,400                --              --            --
  Restructuring costs....................            --                --              --         5,700
                                             ----------        ----------      ----------     ---------
                                                 52,398            13,019          77,248        19,844
                                             ----------        ----------      ----------     ---------
  Loss from operations...................       (28,855)           (5,604)        (61,497)       (7,274) 
  Interest expense.......................         4,754             1,437           6,069           697
                                             ----------        ----------      ----------     ---------
  Net loss...............................   $   (33,609)      $    (7,041)     $  (67,566)    $  (7,971) 
                                             ==========        ==========      ==========     =========
  Net loss per common share and common
     share equivalent....................   $     (0.76)      $     (0.30)     $    (3.76)    $   (1.33) 
                                             ==========        ==========      ==========     =========
     Weighted average shares
       outstanding.......................    44,208,983        23,786,127      17,993,440     5,973,511
                                             ==========        ==========      ==========     =========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-2
<PAGE>   34
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,   SEPTEMBER 30,   JUNE 30,
                                                                 1996            1995          1995
                                                             -------------   -------------   --------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                          <C>             <C>             <C>
                                               ASSETS
CURRENT ASSETS
  Cash.....................................................    $   2,300       $     210     $    970
  Accounts receivable, net of allowances for doubtful
     accounts of $5,811, $8,180 and $9,572 as of September
     30, 1996, September 30, 1995 and June 30, 1995,
     respectively..........................................       56,492          51,589       56,342
  Inventories..............................................       38,019          42,335       49,101
  Other current assets.....................................        2,837             975        1,362
                                                               ---------        --------     --------
          Total current assets.............................       99,648          95,109      107,775
PROPERTY AND EQUIPMENT, NET................................        6,134           7,527        6,649
INTANGIBLE ASSETS, net of accumulated amortization of
  $1,961, $961 and $754, as of September 30, 1996,
  September 30, 1995 and June 30, 1995, respectively.......        9,546          10,536       10,411
OTHER ASSETS...............................................        1,044           2,359        3,173
                                                               ---------        --------     --------
                                                               $ 116,372       $ 115,531     $128,008
                                                               =========        ========     ========
                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
  Accounts payable.........................................    $  36,152       $  36,792     $ 42,023
  Lines of credit..........................................       77,446          45,244       72,945
  Other current liabilities................................       10,858           9,244       14,234
                                                               ---------        --------     --------
          Total current liabilities........................      124,456          91,280      129,202
LONG-TERM OBLIGATIONS......................................        3,122           6,686        6,515
SUBORDINATED NOTE PAYABLE..................................           --              --       18,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.01 par value; authorized 5,000,000
     shares; issued and outstanding 0, 2,596,525 and 0 as
     of September 30, 1996, September 30, 1995 and June 30,
     1995, respectively....................................           --              26           --
  Common stock, $.01 par value; authorized 200,000,000
     shares; issued and outstanding 67,047,392, 23,896,140
     and 22,966,711 shares as of September 30, 1996,
     September 30, 1995 and June 30, 1995, respectively....          670             239          230
  Additional paid-in capital...............................      111,144         106,476       56,196
  Accumulated deficit......................................     (123,020)        (89,176)     (82,135)
                                                               ---------        --------     --------
          Total stockholders' equity (deficit).............      (11,206)         17,565      (25,709)
                                                               ---------        --------     --------
                                                               $ 116,372       $ 115,531     $128,008
                                                               =========        ========     ========
</TABLE>
 
   The accompanying notes are an integral part of these consolidated balance
                                    sheets.
 
                                       F-3
<PAGE>   35
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 
<TABLE>
<CAPTION>
                                       PREFERRED STOCK        COMMON STOCK       ADDITIONAL
                                     -------------------   -------------------    PAID-IN     RETAINED
                                       SHARES     AMOUNT     SHARES     AMOUNT    CAPITAL     (DEFICIT)
                                     ----------   ------   ----------   ------   ----------   ---------
                                                           (DOLLARS IN THOUSANDS)
<S>                                  <C>          <C>      <C>          <C>      <C>          <C>
BALANCES AT JUNE 30, 1993..........          --    $ --     3,180,710    $ 32     $  15,210   $  (6,598)
Common stock issued by private
  placement........................          --      --     4,905,072      49         9,054          --
Common stock issued for business
  acquired.........................          --      --     1,730,330      17         3,011          --
Exercise of employee stock
  options..........................          --      --        41,667       1            70          --
Net loss for the year ended June
  30, 1994.........................          --      --            --      --            --      (7,971)
                                     ----------    ----    ----------    ----      --------   ---------
BALANCES AT JUNE 30, 1994..........          --    $ --     9,857,779    $ 99     $  27,345   $ (14,569)
                                     ----------    ----    ----------    ----      --------   ---------
Common stock issued by private
  placement and other..............          --      --     4,266,258      43         8,646          --
Common stock issued for business
  acquired.........................          --      --     8,352,148      84        19,019          --
Exercise of employee stock
  options..........................          --      --        32,834      --            51          --
Shares issued to employees.........          --      --       457,692       4         1,135          --
Net loss for the year ended June
  30, 1995.........................          --      --            --      --            --     (67,566)
                                     ----------    ----    ----------    ----      --------   ---------
BALANCES AT JUNE 30, 1995..........          --    $ --    22,966,711    $230     $  56,196   $ (82,135)
                                     ----------    ----    ----------    ----      --------   ---------
Conversion of subordinated note
  payable..........................     810,811       8            --      --        17,992          --
Sale of subsidiary (Note 13).......          --      --      (350,000)     (4)         (697)         --
Common stock issued by private
  placement and other..............          --      --     1,229,429      12         1,719          --
Exercise of employee stock
  options..........................          --      --        50,000       1            37          --
Sale of preferred stock............   1,785,714      18            --      --        31,229          --
Net loss for the three months ended
  September 30, 1995...............          --      --            --      --            --      (7,041)
                                     ----------    ----    ----------    ----      --------   ---------
BALANCES AT SEPTEMBER 30, 1995.....   2,596,525    $ 26    23,896,140    $239     $ 106,476   $ (89,176)
                                     ----------    ----    ----------    ----      --------   ---------
Exercise of employee stock
  options..........................          --      --        82,500       1             3          --
Preferred stock issued for
  acquisition......................      25,830      --            --      --         1,603          --
Common stock issued for
  acquisition......................          --      --     3,969,905      40         2,367          --
Exercise of warrants by Computer
  2000.............................     301,249       3            --      --           232          --
Common stock issued for legal
  settlement (Note 8)..............          --      --       500,000       5           305          --
Common stock issued for Series G
  preferred stock dividend.........          --      --       197,958       2           233        (235)
Preferred stock conversion.........  (2,923,604)    (29)   33,104,371     330          (302)         --
Exercise of warrants by Computer
  2000.............................          --      --     5,296,518      53           227          --
Net loss for the year ended
  September 30, 1996...............          --      --            --      --            --     (33,609)
                                     ----------    ----    ----------    ----      --------   ---------
BALANCES AT SEPTEMBER 30, 1996.....          --    $ --    67,047,392    $670     $ 111,144   $(123,020)
                                     ==========    ====    ==========    ====      ========   =========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-4
<PAGE>   36
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                              YEAR ENDED     THREE MONTHS ENDED    YEAR ENDED   YEAR ENDED
                                             SEPTEMBER 30,      SEPTEMBER 30,       JUNE 30,     JUNE 30,
                                                 1996               1995              1995         1994
                                             -------------   -------------------   ----------   ----------
                                                                (DOLLARS IN THOUSANDS)
<S>                                          <C>             <C>                   <C>          <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss...................................    $ (33,609)         $  (7,041)        $(67,566)    $ (7,971)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization............        3,235                691            4,723        1,107
  Intangibles write-off....................           --                              23,777           --
  Provision for losses on accounts
     receivable............................        1,661                758            5,787          577
  Provision for losses on inventories......        7,482                462           17,039        1,714
  Loss on sale of equipment................                              --            1,540           --
  Loss on abandonment of leasehold
     improvements..........................          956                 --               --           --
  Changes in operating assets and
     liabilities:
     (Increase)/decrease in accounts
       receivable..........................       (6,564)             3,995           (3,016)      (1,698)
     (Increase)/decrease in inventories and
       other...............................       (5,028)             6,304             (390)      (1,447)
     (Increase)/decrease in other assets...        1,305                868             (189)       1,500
     Increase/(decrease) in accounts
       payable and other...................        1,728            (10,050)         (25,312)      (2,190)
                                                --------           --------         --------     --------
Net cash used in operating activities......      (28,834)            (4,013)         (43,607)      (8,408)
CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of property and equipment, net
     of disposals..........................       (1,798)            (1,361)          (4,316)      (1,546)
  Net cash paid for acquisition of
     businesses, net of cash acquired......           --                 --           (1,973)         769
                                                --------           --------         --------     --------
Net cash used in investing activities......       (1,798)            (1,361)          (6,289)        (777)
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from (payments on) line of
     credit borrowings, net................       32,202            (27,701)          20,926        3,741
  Proceeds from subordinated debt..........           --                 --           18,000           --
  Proceeds from sale of preferred and
     common stock..........................          520             32,315            8,740        7,624
                                                --------           --------         --------     --------
Net cash provided by financing
  activities...............................       32,722              4,614           47,666       11,365
                                                --------           --------         --------     --------
Increase/(decrease) in cash................        2,090               (760)          (2,230)       2,180
Cash -- beginning of period................          210                970            3,200        1,020
                                                --------           --------         --------     --------
Cash -- end of period......................    $   2,300          $     210         $    970     $  3,200
                                                ========           ========         ========     ========
</TABLE>
 
                                       F-5
<PAGE>   37
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(DOLLARS IN THOUSANDS)
 
INTEREST ON LINES OF CREDIT:
 
     During the fiscal year ended September 30, 1996, the three months ended
September 30, 1995, and the fiscal years ended June 30, 1995 and 1994, the
Company paid interest costs of approximately $4,774, $1,886, $5,974 and $728,
respectively.
 
INCOME TAXES:
 
     During the fiscal year ended September 30, 1996, the three months ended
September 30, 1995, and the fiscal years ended June 30, 1995 and 1994, the
Company made no tax payments.
 
NONCASH INVESTING AND FINANCING ACTIVITIES:
 
  ACQUISITION OF ROBEC MINORITY INTEREST:
 
          During the fiscal year ended September 30, 1996, the Company issued
     approximately 6,750,874 shares of common stock valued at $4,245 in exchange
     for the remaining minority interest of Robec, Inc.
 
  LEGAL SETTLEMENT:
 
          During the fiscal year ended September 30, 1996, the Company issued
     500,000 shares of common stock for full settlement of an accrued legal
     liability of $310.
 
  CONVERSION OF SUBORDINATED NOTE PAYABLE AND PREFERRED STOCK INTO COMMON STOCK:
 
          During the three months ended September 30, 1995, the Company issued
     approximately 811,000 shares of preferred stock upon conversion of an
     $18,000 subordinated note payable.
 
          During the fiscal year ended June 30, 1994, the Company issued
     approximately 522,000 shares of common stock upon conversion of a $1,550
     subordinated note payable.
 
          During the fiscal year ended September 30, 1996, the Company converted
     2,923,604 shares of preferred stock into 33,104,371 shares of the Company's
     common stock.
 
INTANGIBLE WRITE-OFF:
 
          During the fiscal year ended June 30, 1995, the Company wrote-off
     $23,777 of intangibles related to the termination of its entertainment
     software business and impairment of intangible assets at certain acquired
     regional distributors.
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       F-6
<PAGE>   38
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     Description of Business.  AmeriQuest Technologies, Inc. and subsidiaries
("Company" or "AmeriQuest") is a national value-added wholesale distributor of
computer hardware and related products to value-added resellers, system
integrators, computer retailers and other distributors. AmeriQuest is also a
supplier of hard disk drive subsystems compatible with leading business
computers, through its wholly-owned subsidiary, CMS Enhancements, Inc. ("CMS").
CMS also offers disk array, magneto-optical, CD-ROM, floppy disk drives and
magnetic tape back-up subsystems. Through its wholly-owned subsidiary,
AmeriQuest/Kenfil, Inc., AmeriQuest distributes business applications,
utilities, graphics and communication software to the Asian market.
 
     The Company operates in the personal computer industry, which is affected
by significant technological change and short product life cycles. Product lines
sold by AmeriQuest are also offered by many other distributors, which in
combination with short product life cycles, can result in rapid declines in
product gross margins. In addition, inventory is subject to loss due to
short-term technological obsolescence. No one customer represents more than 10
percent of consolidated revenues. The Company's largest vendor accounted for
approximately 14%,      %, 11% and 20% of the Company's purchases during the
fiscal year ended September 30, 1996, the three months ended September 30, 1995
and fiscal years ended June 30, 1995 and 1994, respectively. No other vendor
represented 10% or more of the Company's purchases during these periods.
 
     Basis of consolidation.  The consolidated financial statements include the
accounts of AmeriQuest and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
 
     Accounting period.  Effective September 30, 1995, the Company changed its
fiscal year end to September 30. The Company's 1995 and 1994 fiscal years ended
on the Saturday closest to June 30, 1995 and the Friday closest to June 30,
1994, respectively. The year end dates for the past three fiscal years were
September 30, 1996, July 1, 1995 and June 30, 1994. For presentation purposes,
fiscal year ends 1995 and 1994 are referred to as June 30. Results for the three
months ended September 30, 1995 and September 30, 1994 (unaudited) consist of
the following (in thousands except per share data):
 
<TABLE>
<CAPTION>
                                                                                (UNAUDITED)
                                                                     1995          1994
                                                                  -----------   -----------
    <S>                                                           <C>           <C>
    Net sales...................................................  $   100,723   $    49,476
    Gross profit................................................        7,415         4,772
    Operating loss..............................................       (5,604)         (386)
    Net loss....................................................       (7,041)       (1,113)
    Loss per share..............................................         (.30)         (.10)
    Weighted average shares.....................................   23,786,127    11,622,873
</TABLE>
 
     Inventories.  Inventories consist principally of computer hardware and
software held for resale and are stated at the lower of first-in, first-out or
market. Reserves for inventory obsolescence and slow moving product are provided
based upon specified criteria, such as recent sales activity and date of
purchase.
 
     Property and equipment.  Property and equipment are stated at cost.
Depreciation and amortization are computed using straight-line method over
estimated useful lives as follows:
 
<TABLE>
    <S>                                                                       <C>
    Equipment...............................................................  5 years
    Furniture and fixtures..................................................  5 years
    Leasehold improvements..................................................  Lease term
    Vehicles................................................................  3 to 5 years
</TABLE>
 
     Maintenance, repairs and minor renewals are charged directly to expense as
incurred. Additions and betterments to property and equipment are capitalized.
When assets are disposed of, the related cost and
 
                                       F-7
<PAGE>   39
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
accumulated depreciation thereon are removed from the accounts and any resulting
gain or loss is included in operations.
 
     Intangible assets.  Intangible assets relate primarily to acquired
distribution channels and related vendor relationships and market positions.
Intangibles are amortized using the straight-line method from the date of
acquisition over the expected period to be benefitted, currently estimated at 10
years. In determining the appropriate amortization period, the Company
considered the historical length of the acquiree's vendor relationships and the
overall size and quality of the vendors and their product offerings. On a
quarterly basis, the Company assesses the recoverability of intangible assets
based upon consideration of past performance and future expectations of
undiscounted cash flow on an acquisition by acquisition basis to the extent
separately identifiable, in accordance with Statement of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and For
Long Lived Assets to be Disposed of." To the extent separate assessment of such
acquired intangibles is no longer feasible (i.e. as a result of integrating
multiple acquisitions into a single business unit), such assessment is performed
on a combined basis as appropriate.
 
     During the quarter ended June 30, 1995, in anticipation of the completion
of Computer 2000 AG's (Computer 2000) equity investment, the Company, with input
from Computer 2000 management, terminated its entertainment software business to
focus its management efforts and capital in the higher margin, value-added
products, application software and computer hardware distribution businesses.
Management determined that future operating cash flow from certain regional
acquisitions were not sufficient to recover the related intangible assets. As a
result of these assessments, the Company wrote-off approximately $23.8 million
of intangibles related to the termination of its entertainment software business
and the impairment of intangibles related to acquired regional distributors.
 
     Market development funds and volume incentive rebates.  In general, vendors
provide various incentive programs to the Company. The funds received under
these programs are determined based on purchases and/or sales of the vendors'
product and the performance of certain training, advertising and other market
development activities. Revenue associated with these funds is recorded when
earned either as a reduction of selling, general and administrative expenses or
product cost, according to the specific nature of the program.
 
     Sales recognition.  Sales are recorded as of the date shipments are made to
customers. Sales returns and allowances are reflected as a reduction in sales
and recorded in inventory at expected net realizable value. The Company permits
the return of products within certain time limits and will exchange returned
products. Products that are defective upon arrival are handled on a warranty
return basis with the Company's vendors. The Company provides for product
warranty and return obligations at the point of sale based on estimates of
expected future costs.
 
     Income taxes.  The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109),
which requires an asset and liability approach in accounting for income taxes
payable or refundable at the date of the financial statements as a result of all
events that have been recognized in the financial statements and as measured by
the provisions of enacted laws. Additionally, SFAS 109 requires that deferred
tax assets be evaluated and a valuation allowance be established if it is "more
likely than not" that all or a portion of the deferred tax asset will not be
realized.
 
     Net loss per common share and common share equivalent.  Net loss per common
share and common share equivalent is computed by dividing net loss by the
weighted average number of shares of common stock and common stock equivalents
outstanding. Common stock equivalents that increase earnings per share or
decrease loss per share are excluded from the computation.
 
     Reclassifications.  Certain amounts in the prior periods have been
reclassified to conform to the current year's presentation.
 
                                       F-8
<PAGE>   40
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Use of Estimates.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
certain 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 revenue and expenses during
the reporting periods. Actual results could differ from those estimates.
 
2.  ACQUISITIONS
 
     The Company has pursued a strategy of growth through acquisition by
acquiring regional distributors with the goal of creating a national distributor
of value-added computers, subsystems and peripherals. The success of this
strategy is dependent upon the ability of the Company to effectively consolidate
and integrate the operations of the acquired businesses, combine different
cultures and obtain adequate financing to complete acquisitions and fund working
capital requirements. All of the Company's acquisitions completed during fiscal
years June 30, 1994 through September 30, 1996 have been accounted for in
accordance with the purchase method of accounting. The Company's consolidated
financial statements include acquiree's results of operations from the effective
acquisition dates.
 
     The per share valuation of the Company's common stock issued in connection
with the following acquisitions represents a discount from the quoted market
price, based upon the weighted average discounts received on recently completed
private equity cash transactions. Management believes this method of valuation
is the best indication of fair value due to the Company's thin stock trading
value and small public float.
 
     AmeriQuest/Kenfil, Inc. ("Kenfil").  As of June 30, 1994, the Company
acquired 51% of the outstanding common stock of Kenfil for common stock of the
Company. Kenfil distributed microcomputer software in both the U.S. and Asia. As
of September 1994, the Company acquired the remaining 49% of the outstanding
common stock of Kenfil and converted certain trade and subordinated debt of
Kenfil for common and preferred stock, subsequently converted to common stock of
the Company. During the fiscal year ended June 30, 1995, the former U.S.
operations of Kenfil, including principally educational and entertainment
software distribution, were terminated by the Company. Total consideration given
for the Kenfil acquisition was 5,846,162 shares of the Company's common stock
valued at approximately $14 million, plus transaction costs of $785,000.
 
     Robec, Inc. ("Robec").  As of September 1994, the Company acquired 50.1% of
the outstanding common stock of Robec for common stock of the Company. Robec was
a distributor of computer products and services, specializing in systems and
UNIX applications based in Horsham, Pennsylvania. In November 1995, the Company
acquired the remaining 49.9% of Robec outstanding common stock not owned by the
Company.
 
     The Robec merger agreement required the Company to issue additional common
shares to provide former and current Robec shareholders participating in the
merger with a minimum value associated with the Company's common stock issued or
to be issued to complete the merger transaction. Based upon the exchange ratio
included in the Robec merger agreement, 1,402,805 shares of the Company's common
stock valued at $2.7 million were issued in exchange for 50.1 percent of Robec's
common stock in September 1994. Due to the minimum value provisions and
adjustments to the exchange ratio included in the amended Robec merger
agreement, an additional 3,969,905 shares of the Company's common stock, 25,830
shares of Series G convertible preferred stock, (convertible into 2,583,011
shares of common stock) and a related preferred stock dividend of 197,958 shares
of common stock were issued to complete the Robec merger. The additional common
and preferred shares issued were valued at $4.2 million. Total consideration,
after conversion of the Series G convertible preferred stock into common stock,
was 8,153,679 shares of the Company's common stock valued at $6.9 million, plus
transaction costs of $265,000.
 
                                       F-9
<PAGE>   41
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     National Computer Distributors ("NCD").  In November 1994, the Company
acquired all of the outstanding common stock of Ross White Enterprises, Inc.
d/b/a "National Computer Distributors" ("NCD") for cash and common stock of the
Company. NCD was a distributor of computer products and services, specializing
in systems and connectivity applications. Total consideration given in the NCD
acquisition was 1,864,767 shares of the Company's common stock valued at $4.1
million and cash of $3.4 million.
 
     Management believes that distribution channel access represents the most
significant intangible acquired in connection with the acquisitions discussed
above. Management initially assigned a 10 year economic life to this intangible
asset as that is the period in which management expects to derive benefit from
the existing vendor relationships and market positions. Management determined
that 10 years is an appropriate economic life based upon the historical length
of the acquiree's vendor relationships and the overall size and quality of the
acquiree's vendors and their product offerings. See Note 1 for a discussion of
the Company's policy for evaluating the realization of the intangible assets,
the termination of the entertainment software business and the related fiscal
1995 write-off of intangibles.
 
     The following unaudited pro forma combined information shows the results of
the Company's operations for the fiscal year ended June 30, 1995, as though the
acquisitions and the Computer 2000 equity investment (see Note 9) all had
occurred as of the beginning of the fiscal year (in thousands except per share
data):
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED
                                                                               JUNE 30,
                                                                              -----------
                                                                                 1995
                                                                              -----------
    <S>                                                                       <C>
    Revenues................................................................  $   520,134
    Net loss................................................................       70,020
    Net loss per share......................................................         1.33
    Weighted average shares.................................................   52,729,000
</TABLE>
 
     The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions taken place at the beginning of the indicated period or the results
that may occur in the future. Furthermore, the pro forma results do not give
effect to cost savings or incremental costs which may occur as a result of the
integration and consolidation of the acquired companies.
 
     The entertainment software business of Kenfil contributed revenues of $25
million and incurred net losses of $25.9 million on a pro forma basis during
fiscal year 1995.
 
3.  INVENTORIES
 
     Inventories consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,
                                                                ------------------  JUNE 30,
                                                                  1996      1995      1995
                                                                --------  --------  --------
    <S>                                                         <C>       <C>       <C>
    Finished goods............................................   $36,684   $40,815   $46,628
    Raw materials and subassemblies...........................     1,335     1,520     2,473
                                                                 -------   -------   -------
                                                                 $38,019   $42,335   $49,101
                                                                 =======   =======   =======
</TABLE>
 
     Inventories are reflected net of reserves of approximately $6.8 million,
$13.3 million and $13.8 million at September 30, 1996, September 30, 1995 and
June 30, 1995, respectively. In estimating the inventory reserves, management
relied upon its knowledge of the industry, projected sales volumes, current
inventory levels, and aging of product on-hand. Because of the assumptions used,
the amounts the Company will ultimately realize could differ materially in the
near term from the net inventory balances as included in the accompanying
financial statements. Inventories do not contain any labor or overhead.
 
                                      F-10
<PAGE>   42
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company manages its inventories by maintaining sufficient quantities to
achieve high order fill rates while at the same time attempting to stock only
those products in high demand with a rapid turnover rate. Inventory balances
will fluctuate as the Company adds new product lines and when appropriate, makes
large purchases from manufacturers when the terms of such purchases are
considered advantageous. Short product life years and rapid technological
obsolescence significantly increases the risk of declines in inventory value and
the lack of recovery of inventory balances at recorded values. The Company's
contracts with most of its vendors provide price protection and stock return
privileges to reduce to some degree the risk of loss to the Company due to
manufacturer price reductions and slow moving or obsolete inventory.
 
4.  PROPERTY AND EQUIPMENT
 
     Property and equipment consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,
                                                                -----------------   JUNE 30,
                                                                 1996      1995       1995
                                                                -------   -------   --------
    <S>                                                         <C>       <C>       <C>
    Equipment.................................................  $12,130   $12,011   $ 10,753
    Furniture and fixtures....................................    4,866     5,499      4,156
    Leasehold improvements....................................    2,193     2,475      2,358
                                                                 ------    ------     ------
                                                                 19,189    19,985     17,267
    Less accumulated depreciation and amortization............   13,055    12,458     10,618
                                                                 ------    ------     ------
                                                                $ 6,134   $ 7,527   $  6,649
                                                                 ======    ======     ======
</TABLE>
 
5.  LINES OF CREDIT
 
     As of September 30, 1996, the Company maintained floor planning
arrangements with IBM Credit Corporation (IBMCC) for a maximum credit line of
$35 million, bearing interest at the lender's prime rate plus two and
five-eighths percent (10.88 percent at September 30, 1996). The borrowing base
under the IBMCC facility is limited to a contractual percentage of eligible
inventories and receivables, which totaled $49,954, $       and $       at
September 30, 1996, September 30, 1995 and June 30, 1995, respectively. At
September 30, 1996, all inventories and accounts receivable were pledged as
collateral under this facility and IBMCC holds liens on substantially all other
assets owned by the Company. The amount outstanding under this arrangement at
September 30, 1996 was $12.3 million.
 
     At September 30, 1996, the terms of the IBMCC lending agreement included
certain restrictive covenants which required the maintenance of specified
financial ratios generally related to tangible net worth, working capital and
total debt to tangible net worth. At various dates during fiscal year 1995 and
at September 30, 1996, the Company was in default with certain financial
covenants. In December 1996, the Company received an amendment to its credit
agreement with IBMCC, which waived the financial covenants the Company was not
in compliance with at September 30, 1996 and reduced the maximum borrowings
under the line of credit to $20 million.
 
     In December 1995, the Company obtained lines of credit with four
Germany-based financial institutions at Libor-based interest rates which, in the
aggregate, provided for revolving credit totaling $66 million as of September
30, 1996. In October 1996, the total credit granted under these credit
facilities was increased by $10 million to allow a maximum extension of
financing to the Company of $76 million. All of the aforementioned German lines
of credit are guaranteed by Computer 2000 at September 30, 1996. Computer 2000's
guarantees expire on September 30, 1997, and the lines of credit guaranteed by
Computer 2000 mature on March 31, 1997.
 
     As of September 30, 1995 and June 30, 1995, the Company had a revolving
line of credit with a bank that provided for borrowings up to $30 million and
$27 million, respectively, limited to specified percentages of
 
                                      F-11
<PAGE>   43
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
eligible accounts receivable and inventory, with monthly interest at prime plus
one and one-half percent. Borrowings under the revolving credit agreement were
collateralized by the Company's trade accounts receivable, inventories and
property and equipment. The line of credit was paid in full and replaced by the
above German credit facilities in December 1995.
 
     The weighted average interest rate for all borrowings under the above
credit facilities was 6.4%, 11.2%, 11.2% and 8.0% at September 30, 1996,
September 30, 1995, June 30, 1995 and June 30, 1994, respectively.
 
6.  INCOME TAXES
 
     The deferred tax assets, net of the valuation allowance, of the Company
consist of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                            SEPTEMBER, 30,
                                                         ---------------------     JUNE 30,
                                                           1996         1995         1995
                                                         --------     --------     --------
    <S>                                                  <C>          <C>          <C>
    Inventory reserves.................................  $  2,694     $  5,420     $  6,962
    Allowance for doubtful accounts....................     2,253        3,440        4,995
    Other..............................................     5,780        2,110        4,492
    Net operating loss carryforwards...................    48,273       25,619       20,780
    Valuation allowance................................   (59,000)     (36,589)     (37,229)
                                                         --------     --------     --------
                                                         $     --     $     --     $     --
                                                         ========     ========     ========
</TABLE>
 
     The valuation allowances at September 30, 1996 and 1995 and June 30, 1995
were provided because it is not more likely than not, as defined in SFAS 109,
that the deferred tax benefits will be realized through operations. The
valuation allowances recorded against deferred tax assets are based on
management's estimates related to the Company's ability to realize these
benefits. Appropriate adjustments will be made to the valuation allowances if
circumstances warrant in future periods. Such adjustments may have a significant
impact on the Company's financial statements.
 
     The principal elements accounting for the difference between income taxes
computed at the statutory rate and the effective rate are as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,           JUNE 30,
                                                      ------------------   ------------------
                                                        1996      1995       1995      1994
                                                      --------   -------   --------   -------
    <S>                                               <C>        <C>       <C>        <C>
    Tax credit computed at statutory rate...........  $(13,444)  $(2,816)  $(27,026)  $(3,200)
    Intangible write-off and amortization...........       400        83      9,553        57
    Net operating losses not benefitted.............    13,044     2,733     17,473     3,143
                                                      --------   -------   --------   -------
                                                      $     --   $    --   $     --   $    --
                                                      ========   =======   ========   =======
</TABLE>
 
     At September 30, 1996, the Company had an income tax operating loss
carryforward of approximately $128 million, which is available to offset
earnings in future periods through 2011, subject to limitations discussed below.
The Company experienced "ownership changes" in 1994 and 1995 for income tax
purposes, which will result in future annual limitations on the utilization of
net operating loss carryforwards to approximately $2.6 million per year.
 
                                      F-12
<PAGE>   44
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
7.  COMMITMENTS AND CONTINGENCIES
 
     The Company leases its corporate office, warehouse space and certain
equipment under operating leases. Future minimum rental commitments for all
non-cancelable operating leases at September 30, 1996 are as follows (in
thousands):
 
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
<S>                                                                          <C>
        1997...............................................................  $ 3,681
        1998...............................................................    2,786
        1999...............................................................    2,579
        2000...............................................................    2,033
        2001...............................................................    1,497
        Thereafter.........................................................    5,406
                                                                             -------
                                                                             $17,982
        Less: sublease income..............................................   10,286
                                                                             -------
                                                                             $ 7,696
                                                                             =======
</TABLE>
 
     Total rental expense under non-cancelable agreements for the periods ending
September 30, 1996, September 30, 1995, June 30, 1995 and June 30, 1994 was
approximately $3,759,000, $1,232,000, $4,291,000 and $1,083,000, respectively.
 
     The Company is contingently liable at September 30, 1996 under the terms of
repurchase agreements with financial institutions providing inventory financing
for dealers of the Company's products. The contingent liability under those
agreements approximates the amount financed, reduced by the resale value of any
products which may be repurchased, and the risk of loss is spread over numerous
dealers and financial institutions. Losses under these agreements have been
immaterial in the past. Sales under these agreements during the years ended
September 30, 1996, September 30, 1995, June 30, 1995 and June 30, 1994 were
approximately $16 million, $2 million, $17 million, and $7 million,
respectively.
 
8.  LEGAL PROCEEDINGS
 
     Richard M. Terrell, et al. vs. AmeriQuest Technologies, Inc.  In June 1995,
the Company entered into a settlement agreement with Microware Corporation
("Microware") regarding a default judgment in the amount of $15.9 million which
had been entered against the Company in favor of certain shareholders of the
defunct Microware. The underlying lawsuit relates to the Company's decision not
to proceed with the acquisition of Microware in early 1993. Under the terms of
the settlement the Company issued 125,000 shares of its common stock to the
plaintiffs and paid $50,000 in cash in exchange for vacation of the default
judgment, without prejudice. The plaintiffs refiled their claim in July 1995,
seeking $8 million of compensatory damages and $50 million of punitive damages.
The Company issued 500,000 additional shares of its common stock to the
plaintiffs in February 1996 in full settlement of the claim.
 
     Kenfil vs. RLI Insurance Company. On July 12, 1994, Kenfil filed suit to
recover additional monies from RLI Insurance (RLI) for damage incurred in the
January 17, 1994 Northridge earthquake. RLI cross-claimed on August 12, 1994 for
the return of $840,000 paid on claims submitted by Kenfil based on affidavits
from former Kenfil employees alleging that they had been instructed, following
the earthquake, to intentionally destroy additional inventory. RLI contends that
it is not obligated to cover any portion of the damage caused by the earthquake
because of the possible fraud involved with such actions; while the management
of Kenfil maintains that only that portion of damages actually incurred during
the earthquake were submitted as claimed losses. There exists a question of fact
as to whether RLI justifiably relied on the inclusion of intentionally damaged
products among the products counted by RLI's agents. There is also a question of
fact as to whether the actions of Kenfil's employees in damaging additional
inventory were instigated by upper-
 
                                      F-13
<PAGE>   45
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
level management and a question of law as to whether the managers of Kenfil are
able to take unauthorized actions which can be attributed to Kenfil. Although
there is evidence available to prove the actual damage immediately following the
earthquake, no assurance can be given as to the final outcome of this legal
matter.
 
     The Company is also a party to various other legal matters. Based upon
discussions with counsel, management believes that the ultimate outcome of these
matters will not have a material adverse effect on the Company's future
financial position or its results of operations.
 
 9.  COMPUTER 2000 PURCHASE AGREEMENT AND RELATED BUSINESS TRANSACTIONS
 
     In November 1994, AmeriQuest and Computer 2000 entered into an agreement
pursuant to which Computer 2000 agreed to invest approximately $50 million in
AmeriQuest in exchange for a majority ownership interest in AmeriQuest. Under
the agreement Computer 2000 initially loaned AmeriQuest $18 million in the form
of a subordinated note payable.
 
     In August 1995, Computer 2000 exchanged the $18 million subordinated note
for 810,811 shares of AmeriQuest's Series A preferred stock (convertible into
8,108,110 shares of common stock). In addition, Computer 2000 purchased from
AmeriQuest, for $31.2 million, 1,785,714 shares of Series B preferred stock
(convertible into 17,857,140 shares of common stock). In April 1996, the 810,811
shares of Series A preferred stock and the 1,785,714 shares of Series B
preferred stock, noted above, were converted into 8,108,110 and 17,857,140
shares of common stock, respectively.
 
     In connection with the conversion of the $18 million subordinated note, the
capital infusion of $31.2 million, the completion of the Robec merger and
various private placements throughout the fiscal year, Computer 2000 has been
issued warrants to purchase additional shares of common stock at prices ranging
from $.05 to $.53 per common share. During fiscal year ended September 30, 1996,
warrants were exercised by Computer 2000 to purchase 7,868,518 shares of common
stock. Assuming the exercise of the remaining warrants, Computer 2000 will hold
approximately 58% of the outstanding voting stock of the Company.
 
     In March 1996, the shareholders approved an increase in the authorized
common stock of the Company from 30 to 200 million shares.
 
     During November 1996, Computer 2000 has obligated itself to provide
AmeriQuest with additional financing early in calendar 1997 in the amount of $30
million.
 
                                      F-14
<PAGE>   46
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
10.  STOCK OPTION PLANS
 
     The Company has instituted various stock option plans which authorize the
granting of options to key employees, directors, officers, vendors and customers
to purchase shares of the Company's common stock. All grants of options during
the years presented have been to employees or directors and were granted at the
then quoted market price. A summary of shares available for grant and the
options outstanding under the plans is as follows:
 
<TABLE>
<CAPTION>
                                                        SHARES
                                                       AVAILABLE       OPTIONS          PRICE
                                                       FOR GRANT     OUTSTANDING        RANGE
                                                      -----------    -----------     -----------
    <S>                                               <C>            <C>             <C>
    BALANCES, JUNE 30, 1993.........................      208,250       192,845      $ 1.50-3.00
    Increase in shares available for grant..........      250,000            --               --
    Options granted.................................     (20,000)        20,000        2.38-4.50
    Options exercised...............................           --       (41,667)       1.50-2.00
    Cancelled.......................................       78,818       (78,818)              --
                                                       ----------     ---------       ----------
    BALANCES, JUNE 30, 1994.........................      517,068        92,360      $ 1.50-4.50
    Options exercised...............................           --       (32,834)            1.50
    Cancelled.......................................        2,625        (2,625)       1.50-2.38
                                                       ----------     ---------       ----------
    BALANCES, JUNE 30, 1995.........................      519,693        56,901      $ 1.50-4.50
    Increase in shares available for grant..........    2,000,000                             --
    Options granted.................................  (2,795,000)     2,795,000        0.05-4.50
    Cancelled.......................................      429,327      (429,327)       1.50-2.00
                                                       ----------     ---------       ----------
    BALANCES, SEPTEMBER 30, 1995....................      154,020     2,422,574      $ 0.05-4.50
    Options granted.................................    (301,978)       301,978        0.45-2.00
    Options exercised...............................           --       (82,500)            0.05
    Cancelled.......................................      447,561      (447,561)       0.45-4.50
                                                       ----------     ---------       ----------
    BALANCES, SEPTEMBER 30, 1996....................      299,603     2,194,491      $ 0.05-4.50
                                                       ==========     =========       ==========
</TABLE>
 
     Of the 2,194,491 options outstanding, 1,620,074 options outstanding are
currently exercisable.
 
11.  LOSS ON SUBLEASE, RELOCATION AND RESTRUCTURING COSTS
 
     During fiscal year 1994, the Company restructured certain of its activities
in order to emphasize and streamline its operations in value-added distribution.
The components of the restructuring charges are as follows (dollars in
thousands):
 
<TABLE>
    <S>                                                               <C>
    Employee terminations............................................ $  500
    Facilities abandonment...........................................    300
    Discontinued product lines.......................................  4,900
                                                                      ------
                                                                      $5,700
                                                                      ======
</TABLE>
 
                                      F-15
<PAGE>   47
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     During fiscal year 1996, the Company closed its corporate headquarters in
California and moved its operations to Florida. The components of the loss on
sublease and relocation costs are as follows (dollars in thousands):
 
<TABLE>
    <S>                                                                <C>
    Abandonment of leasehold improvements............................. $  956
    Lease payments in excess of sublease income.......................  2,744
    Personnel costs...................................................  1,455
    Other.............................................................  1,245
                                                                       ------
                                                                       $6,400
                                                                       ======
</TABLE>
 
     As of September 30, 1996, approximately $2.4 million is accrued for and is
primarily related to future lease payments in excess of sublease income.
 
12.  FOREIGN SALES INFORMATION
 
     A summary of the Company's operations by geographic area is as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                     U.S.     FAR EAST   ELIMINATION   CONSOLIDATED
                                                   --------   --------   -----------   ------------
    <S>                                            <C>        <C>        <C>           <C>
    YEAR ENDED SEPTEMBER 30, 1996
    Sales to unaffiliated customers..............  $404,151   $ 20,557    $      --      $424,708
    Loss (income) from operations................    29,231       (376)          --        28,855
    Identifiable assets..........................   110,955      5,417           --       116,372
    THREE MONTHS ENDED SEPTEMBER 30, 1995
    Sales to unaffiliated customers..............  $ 94,742   $  5,981    $      --      $100,723
    Loss from operations.........................     5,541         63           --         5,604
    Identifiable assets..........................   109,419      6,112           --       115,531
    YEAR ENDED JUNE 30, 1995
    Sales to unaffiliated customers..............  $374,552   $ 42,019    $      --      $416,571
    Loss from operations.........................    60,746        751           --        61,497
    Identifiable assets..........................   122,548      5,460           --       128,008
    YEAR ENDED JUNE 30, 1994
    Sales to unaffiliated customers..............  $ 62,089   $ 25,504    $      --      $ 87,593
    Transfers between geographic areas...........     4,107        298       (4,405)           --
    Net sales....................................    66,196     25,802       (4,405)       87,593
    Loss from operations.........................     7,182         92           --         7,274
    Identifiable assets..........................    62,584      2,561           --        65,145
</TABLE>
 
     There were no intercompany transfers between geographic areas during fiscal
1996, the three months ended September 30, 1995 and fiscal 1995.
 
     United States sales include export sales of approximately $41.9 million,
$1.6 million, $6.4 million and $2.3 million made principally to Europe, Latin
America, the Far East and Canada during the fiscal year ended September 30,
1996, the three months ended September 30, 1995 and the fiscal years ended June
30, 1995 and 1994, respectively.
 
13.  DISPOSITIONS
 
     In August 1995, the Company completed the sale of its Singapore subsidiary,
("CMS Singapore") to a former officer and director of the Company. The Company
exchanged all of the stock of CMS Singapore for 350,000 shares of the Company's
previously issued common stock. Consideration received for the divestiture of
CMS Singapore is approximately equal to its net book value. Sales of CMS
Singapore approximated $20 million during the fiscal year ended June 30, 1995.
There were no sales during the three months ended September 30, 1995.
 
     In March 1996, the Company closed its Australia subsidiary, ("CMS
Australia"). Sales of CMS Australia were approximately $1 million, $700,000, and
$2 million during the fiscal year ended September 30, 1996, the three months
ended September 30, 1995, and the fiscal year ended June 30, 1995, respectively.
 
                                      F-16
<PAGE>   48
 
                                                                     SCHEDULE II
 
                 AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES
 
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 
<TABLE>
<CAPTION>
                                                          ADDITIONS
                                             BALANCE AT   CHARGED TO   DEDUCTIONS --              BALANCE
                                             BEGINNING     COST AND      ACCOUNTS                AT END OF
               DESCRIPTIONS                  OF PERIOD     EXPENSES    WRITTEN-OFF    OTHER       PERIOD
-------------------------------------------  ----------   ----------   ------------   ------     ---------
                                                                (DOLLARS IN THOUSANDS)
<S>                                          <C>          <C>          <C>            <C>        <C>
Allowance for Doubtful Accounts:
  July 1, 1993 to June 30, 1994............   $    253     $    577      $    353                 $    477
  July 1, 1994 to June 30, 1995............   $    477     $  5,787      $    622     $3,930(1)   $  9,572
  July 1, 1995 to September 30, 1995.......   $  9,572     $    758      $  2,150                 $  8,180
  October 1, 1995 to September 30, 1996....   $  8,180     $  1,661      $  4,030                 $  5,811
Inventory Reserve:
  July 1, 1993 to June 30, 1994............   $  3,096     $  1,714      $  2,177                 $  2,633
  July 1, 1994 to June 30, 1995............   $  2,633     $ 17,039      $ 13,354     $7,461(1)   $ 13,779
  July 1, 1995 to September 30, 1995.......   $ 13,779     $    462      $    929                 $ 13,312
  October 1, 1995 to September 30, 1996....   $ 13,312     $  7,482      $ 13,976                 $  6,828
</TABLE>
 
(1) Additions to reserves related to acquisitions accounted for as part of their
    purchase price allocation.
 
                                      F-17
<PAGE>   49
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
    3.01(a)*   Certificate of Incorporation of                                    SEC File No. 1-10397
               AmeriQuest as amended through                                    10-K for June 30, 1994
               September 22, 1994.
    3.01(b)    Amendment to the Certificate of                                    SEC File No. 1-10397
               Incorporation of AmeriQuest dated                           10-K for September 30, 1996
               April 1, 1996 pursuant to which
               authorized Common Stock was increased
               to 200,000,000 shares and authorized
               Preferred Stock was restored to
               5,000,000 shares
 
    3.01(c)*   Certificate of Designations for                                    SEC File No. 1-10397
               Preferred Stock issued and issuable to                           10-K for June 30, 1995
               Computer 2000.
 
    3.02*      By-laws of AmeriQuest                       189                   SEC File No. 33-81726
 
    4.01*      Reference is made to Exhibits 3.01 and
               3.02, the Certificate of Incorporation
               and By-laws, which define the rights
               of security holders
 
    4.02*      Specimen Stock Certificate                  274                   SEC File No. 33-81726
 
   10.01*      Inventory and Working Capital                                      SEC File No. 1-10397
               Financing Agreement dated May 5, 1995                            10-K for June 30, 1995
               by and between CDS Distribution, Inc.
               and IBM Credit Corporation, as
               amended.
 
   10.02*      Inventory and Working Capital                                      SEC File No. 1-10397
               Financing Agreement dated May 5, 1995                            10-K for June 30, 1995
               by and between CMS Enhancements, Inc.
               and IBM Credit Corporation, as
               amended.
 
   10.03*      Working Capital Financing Agreement                                SEC File No. 1-10397
               dated May 5, 1995 by and between                                 10-K for June 30, 1995
               AmeriQuest/Kenfil Inc. and IBM Credit
               Corporation, as amended.
 
   10.04*      Inventory and Working Capital                                      SEC File No. 0-18115
               Financing Agreement dated September                        8-K dated September 22, 1994
               21, 1994 by and between Robec, Inc.
               and IBM Credit Corporation, as
               amended.
 
   10.05*      Incentive Stock Option Plan                                        SEC File No. 2-96539
 
   10.06*      Employee Stock Bonus Plan                                             SEC File 33-23809
 
   10.07       1996 Equity Incentive Plan                                         SEC File No. 1-10397
                                                                           10-K for September 30, 1996
 
   10.08*      Employment Agreement for Steve DeWindt                             SEC File No. 1-10397
                                                                                10-K for June 30, 1995
 
   10.09*      Employment Agreement for Mark Mulford                              SEC File No. 1-10397
                                                                                10-K for June 30, 1995
 
   10.10       Employment Agreement for Michael                                   SEC File No. 1-10397
               Dressen                                                     10-K for September 30, 1996
 
   10.11       Employment Agreement for Holger Heims                              SEC File No. 1-10397
                                                                           10-K for September 30, 1996
 
   10.12       Employment Agreement for Dennis C.                                 SEC File No. 1-10397
               Fairchild                                                   10-K for September 30, 1996
</TABLE>
<PAGE>   50
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
 
   10.13       Employment Agreement for Ken Burke                                 SEC File No. 1-10397
                                                                           10-K for September 30, 1996
 
   10.14       Employment Agreement for Alexander C.                              SEC File No. 1-10397
               Kramer, Jr.                                                 10-K for September 30, 1996
 
   10.15*      Purchase Agreement dated August 7,                                 SEC File No. 1-10397
               1995 by and between AmeriQuest and                             8-K dated August 7, 1995
               Computer 2000 AG
 
   10.16       Promissory Notes in favor of Computer                              SEC File No. 1-10397
               2000 AG's lending sources, i.e.                             10-K for September 30, 1996
               Commerzbank Aktiengesellschaft,
               Deutsche Bank AG, Bayerische
               Hypotheken und Wechsel Bank
               Aktiengesellschaft ("Hypo Bank") and
               Bayerische Vereinsbank AG.
 
   10.17       Guarantee of Indebtedness from                                     SEC File No. 1-10397
               Computer 2000 AG and Commitment for                         10-K for September 30, 1996
               additional funding in 1997.
 
   10.18*      Agreement of Sublease dated December                              SEC File No. 33-81726
               5, 1994 by and between AmeriQuest and
               The Austin Company.
 
   10.19       Agreement of Subsublease dated January                             SEC File No. 1-10397
               18, 1996 by and between AmeriQuest,                         10-K for September 30, 1996
               SOS Office Systems, Inc. and Tenet
               Healthcare Corporation.
 
   10.20       Lease dated July 8, 1992, as amended,                              SEC File No. 1-10397
               by and between AmeriQuest as successor                      10-K for September 30, 1996
               in interest by merger to the interests
               of Ross White Enterprises, Inc. d/b/a
               "National Computer Distributors" and
               Horizon Associates Joint Venture.
 
   10.21       Lease Agreement dated January 1, 1994,                             SEC File No. 1-10397
               as amended, by and between AmeriQuest                       10-K for September 30, 1996
               as successor in interest by merger to
               the interests of Robec, Inc. and Bowe
               3 Partners.
 
   10.22       Commercial Lease Agreement dated                                   SEC File No. 1-10397
               November 22, 1994, by and between                           10-K for September 30, 1996
               AmeriQuest and Tradeport Partners.
 
   10.23       Lease Agreement dated January 3, 1995,                             SEC File No. 1-10397
               as amended, by and between AmeriQuest                       10-K for September 30, 1996
               as successor in interest by merger to
               the interests of Ross White
               Enterprises, Inc. d/b/a "National
               Computer Distributors" and Elk Grove
               Village Industrial Park.
 
   10.24       Standard Industrial                                                SEC File No. 1-10397
               Lease -- Multi-tenant dated March 1,                        10-K for September 30, 1996
               1994, by and between AmeriQuest as
               successor in interest by merger to the
               interests of Ross White Enterprises,
               Inc. d/b/a "National Computer
               Distributors" and Oates Business Park.
</TABLE>
<PAGE>   51
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                   TITLE OF DOCUMENT              PAGE NO.            LOCATION OF FILING
----------     --------------------------------------   --------    ----------------------------------
<C>            <S>                                      <C>         <C>
 
   10.25       Lease -- Industrial Commercial dated                               SEC File No. 1-10397
               September 12, 1994, by and between                          10-K for September 30, 1996
               AmeriQuest as successor in interest by
               merger to the interests of Ross White
               Enterprises, Inc. d/b/a "National
               Computer Distributors" and New World
               Partners Joint Venture.
 
   10.26       Lease Agreement dated on or about                                  SEC File No. 1-10397
               February 27, 1990, as amended, by and                       10-K for September 30, 1996
               between AmeriQuest as successor in
               interest by merger to the interests of
               Ross White Enterprises, Inc. d/b/a
               "National Computer Distributors" and
               Valwood West Associates and CIIF
               Associates.
 
   10.27       Lease Agreement dated January 25,                                  SEC File No. 1-10397
               1995, as amended, by and between                            10-K for September 30, 1996
               AmeriQuest and Anaheim Technology
               Center.
 
   10.28       Sublease dated as of September 4, 1996                             SEC File No. 1-10397
               by and between AmeriQuest and Central                       10-K for September 30, 1996
               Video, Inc.
 
   10.29       Standard Industrial/Commercial Single-                             SEC File No. 1-10397
               Tenant Lease -- Net, dated October 1,                       10-K for September 30, 1996
               1996 by and between CMS Enhancements,
               Inc. and ICM Investments, Ltd., as
               guaranteed by AmeriQuest.
 
   21.01       Subsidiaries of AmeriQuest                                         SEC File No. 1-10397
                                                                           10-K for September 30, 1996
 
   23.01       Consent of Arthur Andersen LLP to the                              SEC File No. 1-10397
               incorporation of their report included                      10-K for September 30, 1996
               in the Annual Report on Form 10-K of
               AmeriQuest for the fiscal year ended
               September 30, 1996 into AmeriQuest's
               previously filed Registration
               Statements.
 
   24.01       Powers of Attorney for Messrs. Harry                               SEC File No. 1-10397
               Krischik, Manfred H. Guenzel, Michael                       10-K for September 30, 1996
               Dressen, Holger Heims, Robert H.
               Beckett, Marc L. Werner and J.R. Dick
               Iverson
 
   27.01       Financial Data Schedule (for SEC use                               SEC File No. 1-10397
               only)                                                       10-K for September 30, 1995
</TABLE>
 
---------------
 
* Incorporated herein by reference to the indicated filing pursuant to Rule
  12b-32 under the Securities Exchange Act of 1934, as amended, and Rule 24 of
  the Commission's Rules of Practice.