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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
    
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
    
       (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, 1997
                                       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
 
                         AMERIQUEST TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
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<S>                                           <C>
                   DELAWARE                                     33-0244136
(STATE OR OTHER JURISDICTION OF INCORPORATION    (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
               OR ORGANIZATION)
 
               425 PRIVET ROAD
            HORSHAM, PENNSYLVANIA                                 19044
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
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                                 (215) 675-9300
               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 10, 1997 is approximately $7,625,507. 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 19, 1997: Common Stock, $.01 par value, 66,881,906 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 2
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                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
     
     (c)  Exhibits
    
 
                                 EXHIBIT INDEX
 
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<CAPTION>
 EXHIBIT
   NO.                  TITLE OF DOCUMENT                                 LOCATION OF FILING
---------  -------------------------------------------               ------------------------------
<S>        <C>                                                       <C>
 3.01(a)*  Certificate of Incorporation of AmeriQuest                SEC File No. 1-10397
           as amended through September 22, 1994.                    10-K for June 30, 1994

 3.01(b)*  Amendment to the Certificate of                           SEC File No. 1-10397
           Incorporation of AmeriQuest dated April 1,                10-K for September 30, 1996
           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 Series H                  SEC File No. 1-10397
           Preferred Stock issued and issuable to                    10-K for September 30, 1997
           Computer 2000.
    
 3.02*     By-laws of AmeriQuest                                     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                                SEC File No. 33-81726

10.01*     Inventory and Working Capital Financing                   SEC File No. 1-10397
           Agreement dated May 5, 1995 by and between                10-K for June 30, 1995
           CDS Distribution, Inc. and IBM Credit
           Corporation, as amended.

10.02*     Inventory and Working Capital Financing                   SEC File No. 0-18115
           Agreement dated September 21, 1994 by and                 8-K dated September 22, 1994
           between Robec, Inc. and IBM Credit
           Corporation, as amended.
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<CAPTION>
 EXHIBIT
   NO.                  TITLE OF DOCUMENT                 PAGE NO.         LOCATION OF FILING
---------  -------------------------------------------    --------   ------------------------------
<S>        <C>                                            <C>        <C>
   
10.03*     Reimbursement and Security Agreement dated                SEC File No. 1-10397
           December 20, 1995 by and between AmeriQuest               10-K for September 30, 1997
           and Computer 2000 AG
    
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

10.08*     Employment Agreement for Michael Dressen                  SEC File No. 1-10397
                                                                     10-K for September 30, 1996

10.09*     Employment Agreement for Holger Heims                     SEC File No. 1-10397
                                                                     10-K for September 30, 1996
   
10.10*     Employment Agreement for Alexander C.                     SEC File No. 1-10397
           Kramer, Jr.                                               10-K for September 30, 1997

10.11*     Employment Agreement for Jon D. Jensen                    SEC File No. 1-10397
                                                                     10-K for September 30, 1997

10.12      Form of Indemnification Agreement by and                  SEC File No. 1-10397
           between and among Computer 2000 AG and                    10-K/A-1 for September 30, 1997
           Officers and Directors Michael Dressen,
           Holger Heims, Harry Krischik, Manfred
           Guenzel, Richard Obermeier, Anton Roedl,
           Marc L. Werner, J. R. Dick Iverson, John
           Tonnison, Alexander C. Kramer, Jr. and Jon
           D. Jensen

10.13*     Purchase Agreement dated August 7, 1995 by                SEC File No. 1-10397
           and between AmeriQuest and Computer 2000 AG               8-K dated August 7, 1995

10.14      Preferred Stock Purchase Agreement dated                  SEC File No. 1-10397
           April 28, 1997 by and between AmeriQuest                  10-K/A-1 for September 30, 1997
           and Computer 2000 AG
    

10.21*     Lease Agreement dated January 1, 1994, as                 SEC File No. 1-10397
           amended, by and between AmeriQuest as                     10-K for September 30, 1996
           successor in interest by merger to the
           interests of Robec, Inc. and Bowe 3
           Partners

10.22*     Lease Agreement dated September 8, 1997, by               SEC File No. 1-10397
           and between AmeriQuest and AP Southeast                   10-K for September 30, 1997
           Portfolio Partners LP d/b/a Highwoods
           Anderson.

10.23*     Lease Agreement dated August 26, 1997, by                 SEC File No. 1-10397
           and between AmeriQuest and Tall Oaks                      10-K for September 30, 1997
           Associates, LP

10.25*     Lease Agreement dated January 25, 1995, as                SEC File No. 1-10397
           amended, by and between AmeriQuest and                    10-K for September 30, 1996
           Anaheim Technology Center

10.26*     Sublease dated as of September 4, 1996 by                 SEC File No. 1-10397
           and between AmeriQuest and Central Video,                 10-K for September 30, 1996
           Inc.
   
21.01*     Subsidiaries of AmeriQuest                                SEC File No. 1-10397
    
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<CAPTION>
 EXHIBIT
   NO.                  TITLE OF DOCUMENT                 PAGE NO.         LOCATION OF FILING
---------  -------------------------------------------    --------   ------------------------------
<S>        <C>                                            <C>        <C>
   
23.01*     Consent of Arthur Andersen LLP to the                     SEC File No. 1-10397
           incorporation of their report included in                 10-K for September 30, 1997
           the Annual Report on Form 10-K of
           AmeriQuest for the fiscal year ended
           September 30, 1997 into certain of
           AmeriQuest's previously filed Registration
           Statements.

24.01*     Powers of Attorney for Messrs. Harry                      SEC File No. 1-10397
           Krischik, Manfred H. Guenzel, Anton Roedl,                10-K for September 30, 1997
           Richard Obermaier, Alexander C. Kramer,
           Jr., Marc L. Werner and J.R. Dick Iverson

27.01*     Financial Data Schedule (for SEC use only)                SEC File No. 1-10397
    
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* 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.
   
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<PAGE>   5
 
                                   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
Horsham, State of Pennsylvania, on the 14th day of January, 1998.
 
                                          AmeriQuest Technologies, Inc.
 
                                          /s/ ALEXANDER C. KRAMER
                                          --------------------------------------
                                          By: Alexander C. Kramer
                                            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.
 
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<CAPTION>
                SIGNATURE                               TITLE                      DATE
------------------------------------------  ------------------------------  ------------------
 
<C>                                         <S>                             <C>

   
         /s/ ALEXANDER C. KRAMER            President and a Director          January 14, 1998
------------------------------------------    (Principal Executive
           Alexander C. Kramer                Officer)
            /s/ JON D. JENSEN               Chief Financial Officer, Chief    January 14, 1998
------------------------------------------    Operating Officer and
              Jon D. Jensen                   Secretary (Principal
                                              Financial and Accounting
                                              Officer)
 
          /s/ DR. HARRY KRISCHIK            Director                          January 14, 1998
------------------------------------------
           Dr. Harry Krischik**
 
          /s/ MANFRED H. GUENZEL            Director                          January 14, 1998
------------------------------------------
           Manfred H. Guenzel**
 
          /s/ RICHARD OBERMAIER             Director                          January 14, 1998
------------------------------------------
           Richard Obermaier**
 
             /s/ ANTON ROEDL                Director                          January 14, 1998
------------------------------------------
              Anton Roedl**
 
            /s/ MARC L. WERNER              Director                          January 14, 1998
------------------------------------------
             Marc L. Werner**
 
          /s/ J. R. DICK IVERSON            Director                          January 14, 1998
------------------------------------------
           J. R. Dick Iverson**
 
         /s/ ALEXANDER C. KRAMER
------------------------------------------
          Alexander C. Kramer*,
             Attorney-in-Fact
 
              /s/ JON JENSEN
------------------------------------------
              Jon Jensen,**
             Attorney-in-Fact
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