<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                             ---------------------
 
                                   FORM 10-Q

                             ---------------------
 
<TABLE>
<S>              <C>
   (MARK ONE)
      [X]              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                            OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended June 30, 1997
                                              OR

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

                              FROM ____________ TO ____________
</TABLE>
 
                         COMMISSION FILE NUMBER 1-10397
 
                             ---------------------
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                      33-0244136
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)

          6100 HOLLYWOOD BOULEVARD,                                33024
                 SUITE 700,                                     (Zip Code)
                HOLLYWOOD, FL
   (Address of principal executive office)
</TABLE>
 
                 Registrant's telephone number: (954) 967-2397
 
                             ---------------------
 
     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 report(s), and (2) has been subject to
filing requirements for the past 90 days.  Yes [X]  No []
 
     At August 14, 1997 there were 66,881,906 shares of the Registrant's Common
Stock and 300,000 shares of the Registrant's Series H Cumulative Convertible
Preferred Stock outstanding. The shares of Series H Cumulative Convertible
Preferred Stock are convertible, as of the date hereof, into 41,958,042 shares
of Common Stock on an "as if converted" basis.
 
================================================================================
<PAGE>   2
 
                         PART I.  FINANCIAL INFORMATION
 
                         AMERIQUEST TECHNOLOGIES, INC.
                                   FORM 10-Q
 
                      FOR THE QUARTER ENDED JUNE 30, 1997
 
ITEM 1.  FINANCIAL STATEMENTS
 
     The financial statements included herein have been prepared by AMERIQUEST
TECHNOLOGIES, INC. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
normally included in the financial statements prepared in accordance with
generally accepted accounting principles has been omitted pursuant to such rules
and regulations. However, the Company believes that the financial statements,
including the disclosures herein, are adequate to make the information presented
not misleading. It is suggested that the financial statements be read in
conjunction with the Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 as filed with the Securities and Exchange Commission.
 
                                        2
<PAGE>   3
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                              JUNE 30,    SEPTEMBER 30,
                                                                1997          1996
                                                              ---------   -------------
<S>                                                           <C>         <C>
                                        ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................  $   4,617     $   2,300
Accounts receivable, less allowance for doubtful accounts of
  $7,014 and $5,811 as of June 30, 1997 and September 30,
  1996, respectively........................................     12,031        56,492
Inventories, net of valuation allowance.....................      7,942        38,019
Prepaid and other current assets............................      1,156         2,837
                                                              ---------     ---------
          Total current assets..............................     25,746        99,648
                                                              ---------     ---------
Property and equipment, net.................................        633         6,134
Intangible assets, net of accumulated amortization..........          0         9,546
Other assets................................................        976         1,044
                                                              ---------     ---------
          Total assets......................................  $  27,355     $ 116,372
                                                              =========     =========
 
                         LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable...............................................  $  21,641     $  77,446
Accounts payable............................................     13,799        36,152
Other current liabilities...................................     13,740        10,858
                                                              ---------     ---------
          Total current liabilities.........................     49,180       124,456
                                                              =========     =========
Long term obligations.......................................      1,214         3,122
                                                              ---------     ---------
          Total liabilities.................................     50,394       127,578
                                                              =========     =========
STOCKHOLDERS' DEFICIT:
Preferred Stock $.01 par value, 7% cumulative dividend,
  convertible into common, 300,000 shares authorized and
  outstanding; entitled to $30,000,000 preference in the
  event of liquidation, or reorganization by acquisition
  merger or sale of all or substantially all assets.........     30,000             0
Common Stock, $.01 par value, authorized 200,000,000 shares;
  issued and outstanding 66,881,906 and 67,047,392 shares as
  of June 30, 1997 and September 30, 1996, respectively.....        669           670
Additional paid-in capital..................................    111,145       111,144
Accumulated deficit.........................................   (164,853)     (123,020)
                                                              ---------     ---------
          Total stockholders' deficit.......................    (23,039)      (11,206)
                                                              ---------     ---------
          Total liabilities and stockholders' deficit.......  $  27,355     $ 116,372
                                                              =========     =========
</TABLE>
 
                                        3
<PAGE>   4
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED JUNE 30,   NINE MONTHS ENDED JUNE 30,
                                              ---------------------------   ---------------------------
                                                  1997           1996           1997           1996
                                              ------------   ------------   ------------   ------------
<S>                                           <C>            <C>            <C>            <C>
Net sales...................................   $    35,016    $   110,983    $   199,640    $   320,953
Cost of sales...............................        29,754        104,206        184,866        299,740
                                               -----------    -----------    -----------    -----------
          Gross profit......................         5,262          6,777         14,774         21,213
Operating Expenses:
  Selling, general and administrative.......         8,639         10,519         30,555         31,357
  Depreciation and amortization.............           576            794          2,216          2,295
  Restructuring, asset impairment and
     relocation costs.......................             0          2,700         20,437          6,400
                                               -----------    -----------    -----------    -----------
          Loss from operations..............        (3,953)        (7,236)       (38,434)   $   (18,839)
Interest expense............................           713          1,236          3,054          3,601
                                               -----------    -----------    -----------    -----------
          Net loss..........................   $    (4,666)   $    (8,472)   $   (41,488)   $   (22,440)
                                               ===========    ===========    ===========    ===========
Net loss per common share and common stock
  equivalent................................   $     (0.07)   $     (0.14)   $     (0.62)   $     (0.59)
                                               -----------    -----------    -----------    -----------
Common and common equivalent shares
  outstanding (Note 2):
Weighted average shares outstanding.........    66,881,906     60,332,570     66,801,906     38,006,160
                                               ===========    ===========    ===========    ===========
</TABLE>
 
                                        4
<PAGE>   5
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED    NINE MONTHS ENDED
                                                              JUNE 30,             JUNE 30,
                                                         ------------------   -------------------
                                                           1997      1996       1997       1996
                                                         --------   -------   --------   --------
<S>                                                      <C>        <C>       <C>        <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss...............................................  $ (4,666)  $(8,472)  $(41,488)  $(22,440)
Gain on sale of division assets........................      (385)        0       (385)         0
Adjustments to reconcile net less to net cash provided
  by (used in) operating activities
  Depreciation and amortization........................       576       794      2,216      2,295
  Restructuring, asset impairment and relocation
     costs.............................................         0     2,700     20,437      6,400
  Provision for losses on accounts receivable (Note
     6)................................................     2,249       404      7,527      1,344
  Provision for losses on inventory (Note 6)...........    (1,013)        0      2,562      1,575
Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable...........    18,452    (4,442)    33,072     (7,554)
  (Increase) decrease in inventories...................    20,195     1,236     28,999     (8,109)
  Increase (decrease) in accounts payable and accrued
     expenses..........................................   (18,505)    8,420    (27,665)     5,939
  (Increase) decrease in other.........................      (264)      727       (295)    (3,728)
                                                         --------   -------   --------   --------
          Net cash provided by (used in) operating
            activities.................................    16,639     1,367     24,980    (24,278)
                                                         --------   -------   --------   --------
CASH FLOW FROM INVESTING ACTIVITIES:
Net proceeds from sale of division assets..............     3,550         0      3,550          0
Capital expenditures, net of disposals.................       (37)     (995)      (408)    (1,080)
                                                         --------   -------   --------   --------
          Net cash provided by (used in) investing
            activities.................................     3,513      (995)     3,142     (1,080)
                                                         --------   -------   --------   --------
CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings (repayment) under lines of credit.......   (47,455)      259    (55,805)    27,273
Proceeds from sale of Preferred and Common Stock.......    30,000       228     30,000        468
                                                         --------   -------   --------   --------
          Net cash provided by (used in) financing
            activities.................................   (17,455)      487    (25,805)    27,741
                                                         --------   -------   --------   --------
          Net increase (decrease) in cash and cash
            equivalents................................     2,697       859      2,317      2,383
                                                         --------   -------   --------   --------
Cash and cash equivalents at beginning of period.......     1,920     1,734      2,300        210
                                                         --------   -------   --------   --------
Cash and cash equivalents at end of period.............  $  4,617   $ 2,593   $  4,617   $  2,593
                                                         ========   =======   ========   ========
</TABLE>
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (IN DOLLARS)
 
     Interest on lines of credit.  During the nine months ended June 30, 1997
and 1996, the Company paid interest of $3,054,000 and $3,601,000, respectively.
 
     Income taxes.  During the nine months ended June 30, 1997 and 1996, the
Company made no federal income tax payments.
 
     Preferred Stock Dividend.  During the three months ended June 30, 1997, the
Company accrued $345,000 of dividends on its Preferred Stock pursuant to the 7%
cumulative dividend right with respect thereto.
 
                                        5
<PAGE>   6
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                        NINE MONTHS ENDED JUNE 30, 1997
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                       PREFERRED STOCK       COMMON STOCK       ADDITIONAL
                                      -----------------   -------------------    PAID-IN     ACCUMULATED
                                      SHARES    AMOUNT      SHARES     AMOUNT    CAPITAL       DEFICIT
                                      -------   -------   ----------   ------   ----------   -----------
<S>                                   <C>       <C>       <C>          <C>      <C>          <C>
BALANCES AT SEPTEMBER 30, 1996......       --        --   67,047,392    $670     $111,144     $(123,020)
                                                          ----------    ----     --------     ---------
Correction of beginning balance
  (Note 7)..........................       --        --     (165,486)     (1)           1
          Net loss for the three
            months ended December
            31, 1996................       --        --           --      --           --        (3,721)
                                      -------   -------   ----------    ----     --------     ---------
BALANCES AT DECEMBER 31, 1996.......       --        --   66,881,906    $669     $111,145     $(126,741)
                                      =======   =======   ==========    ====     ========     =========
          Net loss for the three
            months ended March 31,
            1997....................       --        --           --      --           --       (33,101)
                                      -------   -------   ----------    ----     --------     ---------
BALANCES AT MARCH 31, 1997..........       --        --   66,881,906    $669     $111,145     $(159,842)
                                      =======   =======   ==========    ====     ========     =========
Sale of preferred stock.............  300,000   $30,000
                                      -------   -------
Accrued Dividend on Preferred
  Stock.............................                                                               (345)
                                                                                              ---------
          Net loss for the three
            months ended June 30,
            1997....................                                                             (4,666)
                                                                                              ---------
BALANCES AT JUNE 30, 1997...........  300,000   $30,000   66,881,906    $669     $111,145     $(164,853)
                                      =======   =======   ==========    ====     ========     =========
</TABLE>
 
                                        6
<PAGE>   7
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 JUNE 30, 1997
 
(1)  MANAGEMENT OPINION
 
     In the opinion of management, the consolidated condensed financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position and results of
operations as of and for the periods presented.
 
(2)  LOSS PER SHARE
 
     Loss per common share and common share equivalent is computed on the basis
of the weighted average number of common shares outstanding less preferred stock
dividends. As the Company is currently in a loss position, the effect of
convertible preferred stock and stock options are not considered as the effect
would be anti-dilutive.
 
     In February, 1997, the Financial Accounting Standards Board issued FAS No.
128, "Earnings Per Share" effective for fiscal years ending after December 15,
1997. FAS No. 128 simplifies the calculation of earnings per share to measure
the performance of an entity over a reporting period for both basic earnings per
share and diluted earnings per share. FAS No. 128 does not have an impact on the
Company's reported loss per share.
 
(3)  FISCAL PERIODS
 
     The Company's fiscal year is the 52- or 53-week period ending on the
Saturday nearest to September 30 and its fiscal quarters are the 13- or 14-week
periods ending on the Saturday nearest to December 31, March 31, June 30 or
September 30. For clarity of presentation, the Company has presented year-ends
as if the years ended on September 30; and quarter-ends are presented as if the
quarters ended on December 31, March 31, and June 30. The 1996 and 1997 fiscal
years are 52 weeks, while the quarters presented are 13 weeks in duration.
 
     The Company changed its fiscal year end to September 30 on September 30,
1995.
 
(4)  COMMON AND PREFERRED STOCK
 
     On May 6, 1997, the Company issued and sold to Computer 2000 Inc. 300,000
shares of its Series H Cumulative Convertible Preferred Stock ("Preferred
Stock") for a purchase price in cash of $30.0 million. The proceeds of the sale
were used to partially pay down the Company's outstanding bank lines of credit.
The Preferred Stock is currently convertible at the option of Computer 2000 Inc.
into 41,958,042 shares of the Company's Common Stock. The Preferred Stock has a
7% per annum cumulative dividend payable in either cash or Company Common Stock
until June 30, 1998, at the option of the Company, and thereafter payable in
cash only.
 
     Assuming the exercise of all warrants, options and Preferred Stock
outstanding on June 30, 1997, AmeriQuest would have approximately 116 million
shares of Common Stock outstanding on that date, of which Computer 2000 Inc.
would hold approximately 75.8 percent. Warrants for approximately 7 million
shares of Common Stock that are included in the preceding figure are not
exercisable prior to August 1, 1997.
 
(5)  LINES OF CREDIT
 
     At June 30, 1997, the Company's revolving lines of credit with financial
institutions totalled, in the aggregate, $66 million, and floor planning
arrangements with lines of credit totalled, in the aggregate, $20 million.
Available and unused credit lines totalled $65 million at June 30, 1997.
 
     The weighted average interest rate for all borrowings under the above
credit facilities was 6.3% at June 30, 1997 and 6.4% at September 30, 1996.
 
                                        7
<PAGE>   8
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
 
     At June 30, 1997, the terms of the IBM Credit Corporation lending agreement
included certain restrictive covenants which require the maintenance of
specified financial ratios generally related to tangible net worth, working
capital and total debt to tangible net worth. While the Company is in default of
certain covenants, it has received from IBM Credit Corporation a waiver from
compliance with those covenants (dated August 11, 1997).
 
(6)  RESTRUCTURING, ASSET IMPAIRMENT AND RELOCATION COSTS
 
     On April 9, 1997, the Board approved a wide-ranging restructuring plan with
the goal of focusing on the Company's Advanced Systems Group ("ASG"). The plan
included closure of all warehouse facilities, other than ASG, which is based in
Philadelphia, Pennsylvania. The restructuring to date has resulted in the
closure of warehouse facilities in Visalia, California, Miami, Florida, Dallas,
Texas, and Chicago, Illinois. In addition the number of employees has been
reduced to approximately 134 employees in the US. The Company will also be
closing its corporate headquarters in Florida and will move a small number of
employees to Philadelphia. The restructuring plan will continue to be
implemented throughout fiscal year 1997 and will result in a substantial
reduction in sales revenue with the goal of returning the Company to
profitability in future years.
 
     Sales, for the nine months ended June 30, 1997, of the businesses to be
closed or sold were $142,400,000.
 
     The components of the restructuring, asset impairment and relocation costs
recorded during the quarter ended March 31, 1997 are estimated approximately as
follows (dollars in thousands):
 
<TABLE>
<S>                                                           <C>
Impairment of intangible assets.............................  $ 9,000
Abandonment of leasehold improvements and other property and
  equipment.................................................    3,500
Lease payments in excess of sublease income.................    3,200
Employee severance costs....................................    2,400
Relocation costs............................................    1,000
Other.......................................................    1,337
                                                              -------
          Total classified as restructuring, asset
           impairment and relocation costs..................  $20,437
                                                              =======
Provision for losses on inventory included in cost of
  sales.....................................................    1,014
Provision for losses on accounts receivable included in SG&A
  expenses..................................................    5,549
                                                              -------
          Total restructuring costs.........................  $27,000
                                                              =======
</TABLE>
 
     The above amounts were revised during the quarter ended June 30, 1997, to
reflect an additional provision for losses on accounts receivable of $2,302,000
and an equal reduction in the provision for inventory losses.
 
     Approximately $5,500,000 is accrued for restructuring and relocation costs
and is included in other current liabilities. Most of this amount, except for
future lease payments, will be paid during calendar 1997.
 
     During the quarter ended December 31, 1995, the Company established a
$3,700,000 reserve for the discontinuance of a significant lease. During the
quarter ended June 30, 1996, the Company established a $2,700,000 restructuring
charge related to moving the Company's offices.
 
     It is important to note that to date ASG has been profitable only on an
operating basis prior to corporate overhead allocations and interest expense.
Therefore, management estimates that a 25% -- 40% increase in sales would be
required in order for ASG to achieve profitability on a stand-alone basis. Given
the performance to date, no assurance can be given that such a sales increase
will occur or that ASG will be profitable on a stand-alone basis. Failure to
achieve a substantial increase in the sales level within the current calendar
year could adversely and materially impact existing relationships with key
suppliers.
 
                                        8
<PAGE>   9
 
                         AMERIQUEST TECHNOLOGIES, INC.
 
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
 
     On June 19, 1997 CMS Enhancements, Inc. sold substantially all of its
assets to CMS Peripherals Inc., a company formed by the former managing director
of CMS Enhancements, Inc. CMS Enhancements, Inc., as part of the transaction has
changed its name to AAG Inc. AmeriQuest Technologies Inc., also has signed a
non-compete agreement with CMS Peripherals, Inc. with a term of five years.
Proceeds from the sale of the assets of CMS Enhancements, Inc. was $3.55
million, with a gain of $385,000, which was classified as a reduction of
selling, general and administrative expenses in the accompanying Statement of
Operations.
 
     Management continues to investigate the possibility of further divestiture
of assets, as it focuses on the core business of ASG.
 
(7)  CORRECTION OF OUTSTANDING SHARES
 
     The number of outstanding shares of Common Stock was corrected to account
for shares that were authorized but never issued in connection with settlement
of debt, and the elimination of duplicate shares erroneously issued upon
exercise of an employee stock option.
 
(8)  NEGATIVE TANGIBLE NET WORTH AND ADDITIONAL CAPITAL REQUIRED
 
     As of June 30, 1997, the Company has a working capital deficit and
stockholders' deficit of $23.4 and $23.0 million, respectively. Absent the
infusion of additional equity, the Company will continue to be burdened by
significant interest expenses that will require high levels of operating income
to generate the cash necessary to service such obligations and achieve a
break-even level of operations.
 
                                        9
<PAGE>   10
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
SUMMARY
 
     On April 9, 1997, the Board approved a wide-ranging restructuring plan with
the goal of focusing on the Company's Advanced Systems Group ("ASG"). The
restructuring to date has resulted in the closure of warehouse facilities in
Atlanta (Georgia), Miami (Florida), Visalia (California), Dallas (Texas) and
Chicago (Illinois). Of such locations, only Miami (Florida) has been subleased.
In addition the number of total Company employees has been reduced to
approximately 134.
 
     The core business of ASG is the distribution of RS/6000 computer products
and PC Servers and related value-added services and support to provide
customized computer solutions. Some of the product lines previously covered by
the discontinued standard distribution business were transferred to ASG to
complement product lines already being handled by it. It is important to note
that to date ASG has been profitable only on an operating basis prior to
corporate overhead allocations and interest expense. Therefore, management
estimates that a 25% -- 40% increase in sales will be required in order for ASG
to achieve profitability on a stand-alone basis. Given the performance to date,
no assurance can be given that such a sales increase will occur or that ASG will
be profitable on a stand-alone basis. Failure to achieve a substantial increase
in the sales level within the current calendar year could adversely and
materially impact existing relationships with key suppliers.
                             ---------------------
 
     On June 19, 1997 CMS Enhancements Inc. sold substantially all of its assets
to CMS Peripherals Inc., a company formed by the former managing director of CMS
Enhancements Inc., Mr. Ken Burke. CMS Enhancements Inc., as part of the
transaction has changed its name to AAG Inc. AmeriQuest Technologies Inc. also
signed a non-compete agreement with CMS Peripherals, Inc. with a term of five
years. Proceeds from the sale of the assets of CMS Enhancements, Inc. was $3.55
million, with a gain of $385,000, which was classified as a reduction of
selling, general and administrative expenses in the accompanying Statement of
Operations.
 
     Management continues to investigate the possibility of further divestiture
of assets, as it focuses on the core business of ASG.
                             ---------------------
 
     The following table sets forth certain items in the Consolidated Condensed
Statements of Income as a percent of net sales.
 
<TABLE>
<CAPTION>
                                                                      PERCENT OF SALES
                                                              ---------------------------------
                                                               THREE MONTHS       NINE MONTHS
                                                              ENDED JUNE 30,    ENDED JUNE 30,
                                                              ---------------   ---------------
                                                               1997     1996     1997     1996
                                                              ------   ------   ------   ------
<S>                                                           <C>      <C>      <C>      <C>
Net sales...................................................   100.0    100.0    100.0    100.0
Cost of sales...............................................    85.0     93.9     92.6     93.4
Gross profit................................................    15.0*     6.1      7.4      6.6
Selling, general and administrative.........................    24.7      9.5     15.3      9.8
Depreciation and amortization...............................     1.6      0.7      1.1      0.7
Restructuring, asset impairment and relocation cost.........              2.4     10.2      2.0
Interest and other expense, net.............................     2.0      1.1      1.5      1.1
(Loss) from operations......................................   (13.3)    (7.6)   (20.8)    (7.0)
</TABLE>
 
---------------
 
* The gross profit for the current quarter of 15% would have been 8.4% absent
  the reclassification of $2.3 million of the estimated inventory loss reserve
  to selling, general and administrative expense as an additional provision
  against losses that is expected to be incurred from accounts receivable.
 
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1997
 
     Sales decreased by 53.5% from $75,295,000 for the quarter ended March 31,
1997 to $35,016,000 for the quarter ended June 30, 1997, reflecting a continuing
deterioration in sales performance, due primarily to the closing of the standard
and export distribution businesses and loss of sales from CMS Enhancements, Inc.
as the result of the sale of the assets of CMS Enhancements, Inc.
 
                                       10
<PAGE>   11
 
     Sales for the quarter ended June 30, 1997 declined 68.4% from $110,983,000
for the quarter ended June 30, 1996, reflecting the closing of the standard
distribution business and the sale of the assets of CMS Enhancements, Inc., in
addition to the highly competitive market situation of the Company in its core
business.
 
     Cost of sales decreased to 85.0% of sales for the quarter ended June 30,
1997 compared to 93.9% of sales in the same quarter for the prior year primarily
as a result of the reversal of provisions earlier made to reserves against
prospective inventory losses. The earlier reserve against inventory losses was
not necessary when compared with the loss actually experienced. Gross profit
decreased to $5,262,000 from $6,777,000 for the quarters ended June 30, 1997 and
June 30, 1996, respectively.
 
     Selling, general and administrative expenses of $8,639,000 decreased by
$1,880,000 for the quarter ended June 30, 1997 compared to the expenditure of
$10,519,000 for the same quarter of the prior year. Substantially lower costs
resulting from the closing of the standard and export distribution businesses
were offset by an increase in additional reserves related to accounts receivable
resulting from a reclassification of $2.3 million of the estimated inventory
loss reserve to selling, general and administrative expense as an additional
provision against losses that are expected to be incurred from accounts
receivable.
 
     Depreciation and amortization of $576,000 for the quarter ended June 30,
1997 decreased from $794,000 in the quarter ended June 30, 1996 primarily as a
result of cessation of goodwill amortization associated with the acquisition of
Ross White Enterprises, Inc. d/b/a National Computer Distributors ("NCD") in
November, 1994. All goodwill was written-off as of March 31, 1997.
 
     Interest expense of $713,000 decreased in the quarter ended June 30, 1997
compared to $1,236,000 for the quarter ended June 30, 1996, primarily as a
result of repayment of debt from proceeds derived from the sale of 300,000
shares of the Company's Series H Cumulative Convertible Preferred Stock (the
"Preferred Stock"). The $345,000 of accrued dividends for the Preferred Stock
was recorded as a direct charge to accumulated deficit.
 
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 1997
 
     Sales decreased by 37.8% to $199,640,000 for the nine months ended June 30,
1997 compared to $320,953,000 for the nine months ended June 30, 1996 due
primarily to the closing of the standard and export distribution businesses and
loss of sales from CMS Enhancements, Inc. as the result of the sale of the
assets of CMS Enhancements, Inc.
 
     Cost of sales decreased to 92.6% of sales for the nine months ended June
30, 1997 compared to 93.4% of sales in the same period for the prior year.
 
     Selling, general and administrative expenses of $30,555,000 for the nine
months ended June 30, 1997 represented a decrease of $802,000 from the
$31,357,000 record for the same nine month period of the prior year.
 
     Depreciation and amortization of $2,216,000 decreased from $2,295,000, for
the nine months ended June 30, 1997 and June 30, 1996, respectively.
 
     During the nine months ended June 30, 1997, the Company recorded
$27,000,000 in provisions for the restructuring of the Company's operations, and
an increased provision for losses on accounts receivable and inventory. For
additional information on such restructuring, asset impairment and relocation
costs, see Footnote 6 to the consolidated condensed financial statements
included in this report.
 
     Interest expense of $3,054,000 decreased slightly compared to $3,601,000,
for the nine months ended June 30, 1997 and June 30, 1996, respectively.
 
     No income tax benefit was recorded on net operating losses either at June
30, 1997 or June 30, 1996 as valuation allowances were provided, because it is
not more likely than not, as defined in SFAS 109, that 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.
 
                                       11
<PAGE>   12
 
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.
 
VARIABILITY OF QUARTERLY RESULTS
 
     Historically, the Company has experienced variability in its net sales and
operating margins on a quarterly basis and expects these patterns to continue in
the future. Management believes that the factors influencing quarterly
variability include: (i) the overall growth and seasonal fluctuations in market
demand in the microcomputer industry; (ii) shifts in short-term demand for the
Company's products resulting, in part, from the introduction of new products or
updates of existing products; and (iii) the fact that virtually all sales in a
given quarter result from orders booked in that quarter. Due to the factors
noted above, as well as the fact that the Company participates in a highly
dynamic industry, the Company's revenues and earnings may be subject to material
volatility, particularly on a quarterly basis. In addition the decision to close
the standard distribution and export businesses could involve unforeseeable
additional expenses and impede the prospects for ASG to obtain the additional
sales needed to achieve stand-alone profitability.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At June 30, 1997, the Company had $4,617,000 in cash and had borrowed
$21,641,000 against its existing lines of credit. The Company generated
$16,639,000, $6,496,000 and $1,845,000 of cash from operating activities in the
three quarterly periods ended June 30, 1997, March 31, 1997 and December 31,
1996, respectively. Operating activities during the remainder of the fiscal year
are not expected to generate additional cash from the collection of trade
receivables related to the decision to close the standard distribution and
export businesses, net of cash requirements to fund operating losses.
 
     As part of the restructuring, the Company recorded significant non-cash
charges that reflect recognition of the impairment of goodwill and the estimated
likelihood of impairment of assets related to the decision to close the standard
distribution and export businesses. Cash expenditures related to the
restructuring charges are expected to be incurred over the next several
quarterly periods.
 
     The Company maintains bank lines of credit guaranteed by Computer 2000 AG
with financial institutions which totalled $66.0 million at June 30, 1997 and
will mature on September 30, 1997. Computer 2000 AG is committed to continue the
guarantee of the Company's bank lines through September 30, 1997. It should be
noted, however, that Computer 2000 AG has informed the Company that it will not
extend the guarantees beyond September 30,1997. Computer 2000 AG has indicated,
however, that it will pay such amount(s) as may then be outstanding in favor of
the banks (up to $30.0 million); whereupon such amounts will be owed to Computer
2000 AG by the Company and Computer 2000 AG will have a security interest in all
of the assets of the Company, subordinate only to amounts then owed to IBM
Credit Corporation ("IBMCC"). The provisions for such payment and the resulting
secured indebtedness to Computer 2000 AG were agreed to by the Company in
December 1995 when Computer 2000 AG undertook to guarantee the lines of credit.
 
     With respect to the intercompany indebtedness up to $30.0 million dollars
described in the immediately preceding paragraph, in a letter to the Company,
dated August 12, 1997, that amended an agreement between it and the Company,
Computer 2000 AG stated that:
 
        "[Computer 2000 AG"] hereby agrees that it will forebear from taking any
        legal action or commencing any legal process to collect any such amounts
        prior to September 30, 1998. [Computer 2000 AG] also represents that it
        has no present intention to file an involuntary petition against the
        Company under the United States Bankruptcy Code in order to collect any
        such amounts due. Notwithstanding the foregoing forbearance and
        representation, it is understood and agreed that [Computer 2000 AG]
        and/or the Board of Directors of AmeriQuest Technologies Inc. (including
        those Directors which have been designated by [Computer 2000 AG] may,
        depending upon circumstances and conditions as the same may exist from
        time to time, propose and/or cause the Company to effect a merger or
        consolidation, sale of all or substantially all of its assets,
        reorganization or liquidation, including but not limited to, the
        commencement of a case under the United States Bankruptcy Code or
        applicable state law, collectively the "Transactions," and individually
        a "Transaction." It is further agreed that upon the occurrence of a
        Transaction, any such amounts shall become immediately due and payable,
        without demand."
 
                                       12
<PAGE>   13
 
     Arthur Andersen LLP has indicated to the Company that its ability to render
an unqualified opinion in connection with its annual audit of the Company's
financial statements for its fiscal year ending as of September 30, 1997 may
depend, in part, on the Company making a representation at the time of the audit
to the effect that it has "no present intention" of commencing a proceeding
under the United States Bankruptcy Code. Whether or not the Company will be able
to make such a representation would depend on the facts and circumstances
relating to the Company as they may exist at that time. No assurance can be
given that the Company will be able to make such a representation at that time.
 
     The Company also maintains a $20 million line of credit with IBMCC which is
secured by substantially all of the Company's assets. Borrowings under the IBMCC
line of credit at June 30, 1997 totalled $4.6 million. Available and unused
credit lines totalled $65 million at June 30, 1997. The Company has concluded
that, in the light of the restructuring measures and its concentration on ASG,
the IBM credit line can be reduced to $7 to $10 million. The Company has
requested from IBMCC that the credit line be reduced and the IBM lending
agreement modified. Negotiations with respect to these matters are presently
being conducted and the Company expects that they will be resolved on a basis
satisfactory to the Company. There can be, however, no assurance that such a
result will be achieved. Management of the Company believes that, because of the
amount and quality of collateral the Company can provide, an alternative source
to the IBMCC financing can be obtained.
 
     On May 6, 1997 the Company issued and sold to Computer 2000 Inc. 300,000
shares of its Series H Cumulative Convertible Preferred Stock (convertible into
41,958,042 shares of AmeriQuest Common Stock) for a purchase price of $30.0
million. The proceeds of the sale were used to partially pay down the Company's
outstanding bank lines of credit. All of the Company's bank lines of credit are
presently guaranteed by Computer 2000 AG. Available and unused credit lines at
August 11, 1997 totalled approximately $66 million, of which approximately $49.6
million presently guaranteed by Computer 2000 AG expire on September 30, 1997.
 
     Management believes that absent demand from Computer 2000 AG for repayment
of the anticipated intercompany loan of up to $30.0 million and the continued
availability of $10 million of working capital from other financing sources
throughout fiscal 1998, the Company will be able to meet its financial
obligations on a timely basis during fiscal 1998. However, as noted above, no
assurance can be given that should the Company require any direct or indirect
financing in addition to the Computer 2000 AG financing, such financing will be
available in amount and terms as favorable as the bank credit lines currently
guaranteed by Computer 2000 AG, or that the Company will be able to obtain
replacement financing from other independent sources, or that even if available,
it will be on terms favorable to the Company. In the event that the Company is
unable to obtain adequate financing from Computer 2000 AG or another independent
source, the Company may be forced to cease operations during fiscal 1998 due to
lack of capital.
 
     In spite of the infusion of $30.0 million from Computer 2000 during the
quarter, the Company's stockholders' equity as of June 30, 1997 was a negative
$23.0 million. No assurance can be given that the Company will be able to obtain
any additional equity funding so that a positive stockholders' equity can again
be established.
 
     The comments above contain forward looking statements that involve a number
of risks and uncertainties. Among other factors that could cause actual results
to differ materially are general business and economic conditions, the rate of
growth in the computer industry, competitive factors and pricing pressures,
changes in product mix, inventory risks due to shifts in market demand, and the
effect on the Company's vendor and customer relationships from the decision to
close the standard distribution and export businesses and the lack of adequate
financing to continue operations.
 
NYSE LISTING
 
     The Company is not in compliance with the listing requirements of the New
York Stock Exchange ("NYSE"). Even in case of dramatic improvement in the ASG
business it is unlikely that the listing standards will be met. Therefore the
prospect of a delisting of the Company's Common Stock from the NYSE continues to
be a serious concern, and remains a likely prospect. A delisting of the
Company's Common Stock from the NYSE would have a material adverse effect on the
price and liquidity of the Company's Common Stock and on its ability to secure
additional funding.
 
                                       13
<PAGE>   14
 
                                    PART II
 
                               OTHER INFORMATION
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     The Company convened its 1997 Annual Meeting of Stockholders (the
"Meeting") on July 1, 1997. As of May 23, 1997 (the "Record Date") there were
66,881,906 shares of Common Stock outstanding and 300,000 shares of the
Company's Series H Cumulative Convertible Preferred Stock (the "Series H
Preferred Stock"), which was entitled to 41,958,042 on an "as-if converted"
basis, totaling 108,839,948 votes. The Common Stock and the Preferred Stock was
voted together as a "single class" on Proposal No. 1 (Election of Directors) and
Proposal No. 3 (Ratification of Selection of Auditors). A total of 103,048,133
votes were present at the Meeting, either in person or by proxy; and the number
of votes necessary to constitute a quorum was 54,419,975.
 
     As to Proposal No. 2 (Approval of the Right of the Holders of the Series H
Preferred Stock to Convert to Common Stock) there was present at the meeting,
either in person or by proxy, 61,090,091 shares of Common Stock, which also
represented a quorum for purposes of the vote to be taken on Proposal No. 2
where the Series H Preferred Stock was not entitled to vote at the meeting to
approve Proposal No. 2.
 
     Mr. Robert H. Beckett resigned from the Board of Directors before the
Meeting, electing to pursue other personal interests. All other nominees named
in the Proxy Statement were elected at the Meeting, together with Mr. Richard
Obermaier, a nominee of Computer 2000 Inc. at the Meeting. Mr. Obermaier was
elected with the votes controlled by Computer 2000 Inc. and the proxies held by
Messrs. Michael Dressen and Holger Heims, who had authority to vote shares voted
in favor of Mr. Beckett in favor of a replacement nominee. Accordingly, the
directors elected at the Meeting are as follows:
 
<TABLE>
<S>                                        <C>
Dr. Harry Krischik                         Manfred H. Guenzel
Michael Dressen                            Holger Heims
Marc L. Werner                             Richard Obermaier
J.R. Dick Iverson
</TABLE>
 
          The table set forth below indicates the votes in favor of each
     Director and the number of votes for which authority was withheld from the
     Proxy to vote for a Director:
 
<TABLE>
<CAPTION>
                                                                         VOTES FOR WHICH
NAME                                                     VOTES FOR    AUTHORITY WAS WITHHELD
----                                                    -----------   ----------------------
<S>                                                     <C>           <C>
Dr. Harry Krischik....................................  102,778,662          269,471
Manfred H. Guenzel....................................  102,796,075          252,058
Michael Dressen.......................................  102,796,225          251,908
Holger Heims..........................................  102,796,225          251,908
Marc L. Werner........................................  102,796,225          251,908
Richard Obermaier.....................................  102,796,225          251,908
J.R. Dick Iverson.....................................  102,796,075          252,058
</TABLE>
 
                                       14
<PAGE>   15
 
     In addition to the election of directors, two other proposals from
management were voted upon by the shareholders, a complete description of which
is contained in the definitive Proxy Statement dated June 12, 1997, SEC File No.
1-10397, a copy of which is filed as Exhibit 99.1 to this Report and
incorporated herein by this reference. The results of the voting on each
proposal was as follows:
 
<TABLE>
<CAPTION>
                                                                                          BROKER
RESOLUTION                                                FOR       AGAINST   ABSTAIN   NON-VOTES
----------                                             ----------   -------   -------   ----------
<S>                                                    <C>          <C>       <C>       <C>
RESOLVED, that the shareholders of AmeriQuest hereby
  approve the right of the holders of AmeriQuest's
  outstanding shares of Series H Cumulative
  Convertible Preferred Stock ("Preferred Stock") to
  convert such shares of Preferred Stock into shares
  of AmeriQuest Common Stock, as more fully set forth
  in Certificate of Designations of the Series H
  Cumulative Convertible Preferred Stock on file with
  the Secretary of State of the State of Delaware.     42,054,794   529,938   112,033   16,216,970
RESOLVED, that the stockholders of AmeriQuest hereby
  ratify the selection of Arthur Andersen LLP as
  AmeriQuest's independent accountants for fiscal
  year 1997.                                           102,843,567  112,422    92,144            0
</TABLE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) The following exhibits are filed with this report.
 
<TABLE>
<S>   <C>
27    Financial Data Schedule
99.1  AmeriQuest's definitive Proxy Statement dated June 12, 1997
      relating to the Annual Meeting of Stockholders held July 1,
      1997, SEC File No. 1-10397.
</TABLE>
 
     (b) Reports on Form 8-K filed during the Quarter ended June 30, 1997.
 
        Current Report on Form 8-K dated June 19, 1997 reporting the sale of the
        assets of CMS Enhancements, Inc.
 
                                       15
<PAGE>   16
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                            AMERIQUEST TECHNOLOGIES, INC.
 
<TABLE>
<S>                                                    <C>
                                                                        /s/ MICHAEL DRESSEN
                                                       -----------------------------------------------------
                                                                          Michael Dressen
                                                                      Chief Executive Officer
August 14, 1997
 
                                                                         /s/ HOLGER HEIMS
                                                        ---------------------------------------------------
                                                                           Holger Heims
                                                                   Executive Vice President and
                                                                      Chief Financial Officer
 
August 14, 1997
</TABLE>
 
                                       16