<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



(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, 1999


     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES
     EXCHANGE ACT OF 1934 from __________ to _______________.


                         Commission File Number 1-10397


                          AMERIQUEST TECHNOLOGIES, INC.

             (Exact name of registrant as specified in its charter)


             DELAWARE                                        33-0244136
  (State of other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                       Identification No.)


                   2465 MARYLAND ROAD, WILLOW GROVE, PA 19090
               (Address of principal executive office) (Zip Code)


Registrant's telephone number: (215) 658-8900


     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 6, 1999 there were 66,881,906 shares of the Registrant's Common
Stock outstanding.



<PAGE>   2




                          PART I. FINANCIAL INFORMATION

                                    FORM 10-Q

                          AMERIQUEST TECHNOLOGIES, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             JUNE 30,       SEPTEMBER 30,
                                                                             --------       -------------
                               ASSETS                                          1999             1998
                               ------                                          ----             ----

<S>                                                                         <C>             <C>
Current Assets:
---------------
   Cash and cash equivalents .......................................        $     414         $     755
   Accounts receivable, less allowance for doubtful accounts of $277
     and $609, respectively ........................................            7,212             6,535
   Inventories .....................................................            3,567             4,191
   Prepaid and other current assets ................................              291               354
                                                                            ---------         ---------
          Total current assets .....................................           11,484            11,835
                                                                            ---------         ---------

Property and equipment, net ........................................              912               799
Other assets .......................................................              325               321
                                                                            ---------         ---------
          Total assets .............................................        $  12,721         $  12,955
                                                                            =========         =========


                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Current Liabilities:
--------------------
   Lines of credit .................................................        $   1,914         $      --
   Accounts payable ................................................            2,026             2,132
   Other current liabilities .......................................            1,081             1,805
                                                                            ---------         ---------
          Total current liabilities ................................            5,021             3,937
                                                                            ---------         ---------

Stockholders' Equity
--------------------
Common stock, $.01 par value; 200,000,000 shares authorized;
    66,881,906 shares issued and outstanding .......................              669               669
Additional paid-in capital .........................................          174,383           174,383
Accumulated deficit ................................................         (167,352)         (166,034)
                                                                            ---------         ---------
          Total stockholders' equity ...............................            7,700             9,018
                                                                            ---------         ---------

           Total liabilities and stockholders' equity ..............        $  12,721         $  12,955
                                                                            =========         =========
</TABLE>


                                       2
<PAGE>   3



                          AMERIQUEST TECHNOLOGIES, INC.

                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED                          NINE MONTHS ENDED
                                                            ------------------                          -----------------
                                                                  JUNE 30                                    JUNE 30
                                                                  -------                                    -------
                                                       1999                   1998                 1999                   1998
                                                       ----                   ----                 ----                   ----

<S>                                                <C>                   <C>                   <C>                   <C>
Net Sales ....................................     $     15,761          $     18,260          $     40,125          $     47,371

Cost of Sales ................................           14,177                16,300                36,580                42,554
                                                   ------------          ------------          ------------          ------------

     Gross Profit ............................            1,584                 1,960                 3,545                 4,817

Operating Expenses:
     Selling, General and Administrative .....            1,641                 1,595                 4,822                 4,323
                                                   ------------          ------------          ------------          ------------

        Income (Loss) from Operations ........              (57)                  365                (1,277)                  494

Interest Income
                                                              2                    37                    37                   197
Interest Expense
                                                             43                   340                    78                   445
                                                   ------------          ------------          ------------          ------------

      Net Income (loss) ......................     $        (98)         $         62          $     (1,318)         $        246
                                                   ============          ============          ============          ============

Dividends on Preferred Stock .................               --                  (525)                   --                (1,575)
                                                   ------------          ------------          ------------          ------------

Net Loss to Common Stockholders ..............     $        (98)         $       (463)         $     (1,318)         $     (1,329)
                                                   ------------          ------------          ------------          ------------

Basic Loss per Common Share ..................     $      (0.00)         $      (0.01)         $      (0.02)         $      (0.02)
                                                   ------------          ------------          ------------          ------------

Diluted Loss per Common Share ................     $      (0.00)         $      (0.01)         $      (0.02)         $      (0.02)
                                                   ------------          ------------          ------------          ------------

Basic Common Shares Outstanding (Note 2) .....       66,881,906            66,881,906            66,881,906            66,881,906
                                                   ------------          ------------          ------------          ------------

Diluted Common Shares Outstanding (Note 2) ...       66,881,906            66,881,906            66,881,906            66,881,906
                                                   ------------          ------------          ------------          ------------
</TABLE>


                                       3
<PAGE>   4




                          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
                                                                                        -------                      -------
                                                                                    1999         1998          1999          1998
                                                                                    ----         ----          ----          ----
<S>                                                                               <C>           <C>           <C>           <C>
Cash flow from operating activities:
------------------------------------
Net Income (loss) ..........................................................      $   (98)      $    62       $(1,318)      $   246
                                                                                  -------       -------       -------       -------
Gain on sale of subsidiaries ...............................................           --            --            --          (184)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
     Depreciation and amortization .........................................           82            79           213           241

Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable ............................       (1,441)        1,086          (677)          997
     (Increase) decrease in inventories ....................................         (229)        8,019           624          (335)
     (Increase) decrease in other assets ...................................           89          (134)           59        (1,418)
     (Decrease) in accounts payable and accrued expenses ...................         (144)       (1,525)         (830)       (6,493)
                                                                                  -------       -------       -------       -------

     Net cash provided by (used in) operating activities ...................       (1,741)        7,587        (1,929)       (6,946)
                                                                                  -------       -------       -------       -------

Cash flow from investing activities:
------------------------------------
     Net cash received from sale of subsidiaries
                                                                                       --            --            --           450
     Capital expenditures ..................................................          (67)           (2)         (326)          (67)
                                                                                  -------       -------       -------       -------

          Net cash provided by (used in) investing activities ..............          (67)           (2)         (326)          383
                                                                                  -------       -------       -------       -------

Cash flow from financing activities:
------------------------------------
     Net borrowings (repayment) under lines of credit ......................        1,914        (7,998)        1,914         1,593
                                                                                  -------       -------       -------       -------

     Net cash provided by (used in) financing activities ...................        1,914        (7,998)        1,914         1,593
                                                                                  -------       -------       -------       -------

Net increase (decrease) in cash and cash equivalents .......................          106          (413)         (341)       (4,970)
                                                                                  -------       -------       -------       -------

Cash and cash equivalents at beginning of period ...........................          308         3,123           755         7,680
                                                                                  -------       -------       -------       -------
Cash and cash equivalents at end of period .................................      $   414       $ 2,710       $   414       $ 2,710
                                                                                  =======       =======       =======       =======
</TABLE>

                Supplemental Disclosures of Cash Flow Information
                -------------------------------------------------
Interest on lines of credit:
    During the nine months ended June 30, 1999 and 1998, the Company paid
interest of $78 and $445, respectively.

Income taxes:
    During the nine months ended June 30, 1999 and 1998, the Company made
no income tax payments.


                                       4
<PAGE>   5



                          AMERIQUEST TECHNOLOGIES, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  JUNE 30, 1999

(1) BASIS OF PRESENTATION

The accompanying unaudited Consolidated Condensed Financial Statements included
herein have been prepared by AMERIQUEST TECHNOLOGIES, INC. ("AmeriQuest" or the
"Company") in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X 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 audited Consolidated Financial
Statements and Notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1998, as filed with the Securities
and Exchange Commission.

The results of operations and cash flows for the nine month period ended June
30, 1999 are not necessarily indicative of the results of operations or cash
flows which may be reported for the remainder of fiscal 1999.

(2) LOSS PER SHARE

The Company calculates net income (loss) per share under the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). SFAS No. 128 requires a dual presentation of "basic" and "diluted"
earnings per share. Basic EPS is computed by dividing net income (loss) less
dividends on preferred stock by the weighted average number of common shares
outstanding during the period. When dilutive, options are considered as common
shares equivalents, calculated using the treasury stock method and are included
in the calculation of diluted net income per share. Diluted loss per common
share is computed using the "if-converted method" applicable for convertible
preferred stock. For the nine months ended June 30, 1999 and 1998, no common
stock equivalents are included in the calculation of dilutive earnings per share
as they are antidilutive.


(3) LINES OF CREDIT

At June 30, 1999, the Company had borrowings of $1,914,000 against its line of
credit with Fleet Financial Corporation ("Fleet"). The terms of the Fleet
lending agreement include certain restrictive covenants which require the
maintenance of specified financial ratios generally related to cash flow and
tangible net worth. The Company was not in compliance with certain covenants as
of June 30, 1999 and received a waiver from Fleet on July 27, 1999 for
non-compliance with such covenants. Non-compliance is anticipated to continue
through fiscal year end.


(5) ACQUISITION OF COMPUTER 2000 AG MAJORITY STOCK HOLDINGS BY SENIOR MANAGEMENT

On July 20, 1998, Listen Group Partners, LLC, a group headed by AmeriQuest's
senior management, Alex Kramer (CEO) and Jon Jensen (COO and CFO), acquired the
36,349,878 shares of AmeriQuest common stock owned by Computer 2000. The
transaction was approved by the outside directors of AmeriQuest and by the full
Board of Directors of AmeriQuest.

AmeriQuest's management arranged for a new $10 million asset-backed bank credit
line for AmeriQuest, in part to release Computer 2000 from its guarantee of
IBMCC, obtained the release of Computer 2000 and its affiliates from all other
guarantees of AmeriQuest obligations, and agreed to pay certain transaction
costs totaling approximately $220,000. As part of the transaction, Computer 2000
contributed to the capital of AmeriQuest approximately $28 million in
intercompany debt obligations and an additional $3 million in cash. Computer
2000 further agreed to the redemption by AmeriQuest of all of the outstanding
AmeriQuest preferred stock, convertible into approximately 42 million common
shares, and to the cancellation of all outstanding dividends, interest and
AmeriQuest options and warrants held by Computer 2000. As a result of the
transaction, the number of outstanding shares of AmeriQuest, on a fully diluted
basis, was reduced from approximately 118 million to approximately 67 million.
The Board of Directors of the Company agreed to reserve 6.7 million shares of
common stock for future issuance to AmeriQuest employees as incentive
compensation pursuant to terms to be approved by outside directors of the board.


                                       5
<PAGE>   6

                          AMERIQUEST TECHNOLOGIES, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The comments below contain forward-looking statements that involve a number of
risks and uncertainties. Among other factors that could cause actual operating
results to differ materially are general economic and business 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 changes in agreements with manufacturers and master distributors
regarding the terms of product sales to the Company. A more comprehensive
description of these risks and other factors is set forth in the Company's
Annual Report on Form 10-K


SUMMARY

AmeriQuest is a valued-added wholesale distributor of mid-range, Unix and NT
server systems, networking systems, storage sub-systems, printers, related
products and "Silent Partner(TM)" services to value-added resellers ("VARs") and
systems integrators. Mid-range computers and servers range in price from $5,000
to $800,000. AmeriQuest markets, sells and supports a variety of products
ranging from individual components to complete systems that have been fully
configured, assembled and tested prior to delivery to the customer. AmeriQuest's
strategy is to emphasize the sale of complete "solutions" for its customers and
to provide a high level of value-added services, including consultation on
component selection, system assembly, configuration, testing, installation and
post-sale technical support services. AmeriQuest also provides a variety of
programs and seminars designed to enhance its customers' technical capabilities.

The Company had a net loss of $98,000 and net sales of $15,761,000 for the
quarter ended June 30, 1999 compared to net income of $62,000 and net sales of
$18,260,000 for the quarter ended June 30, 1998. The fiscal 1999 third quarter
loss was substantially reduced by two one time benefits, which were a $236,000
recovery of bad debt and recovery of inventory reserves of $398,000 related to
the return of excess inventory. Without these items, the net loss for the third
quarter of fiscal 1999 would have been $732,000 or $0.01 per share. The prior
year quarterly profit also included reversal of certain accruals and reserves
related to inventory liquidation

The Company had a net loss of $1,318,000 and net sales of $40,125,000 for the
nine months ended June 30, 1999 compared to net income of $246,000 (which
included reversal of accruals and reserves, significant bad debt recoveries and
a $184,000 gain on sale of AmeriQuest's Asian subsidiaries) and net sales of
$47,371,000 for the nine months ended June 30, 1998.

It is important to note that the Company was not profitable in the quarter and
has not been profitable in prior quarterly periods without the benefit of
reversal of reserves, and management estimates that a significant increase in
revenue and/or gross profit margins will be required in order for the Company to
achieve operating profitability on a consistent basis at its current cost
structure and product mix. The Company's objective is to achieve improvement in
margin and product mix through its new "solution" selling method and to increase
higher margin revenues generated by its "Silent Partner(TM)"services, but no
assurance can be given that such a revenue or gross profit increase will occur
or that operating profitability will be maintained on a consistent basis.

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

     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                       ENDED
                                             -----                       -----
                                           JUNE 30,                     JUNE 30
                                           --------                     -------
                                      1999           1998         1999          1998
                                      ----           ----         ----          ----
<S>                                   <C>           <C>           <C>           <C>
Net sales .........................   100.0         100.0         100.0         100.0
Cost of sales .....................    89.9          89.3          91.2          89.8
Gross profit ......................    10.1          10.7           8.8          10.2
Selling, general and administrative    10.4           8.7          12.0           9.1
Interest income (expense), net ....    (0.3)         (1.7)         (0.1)         (0.6)
Net Income (Loss) .................    (0.6)          0.3          (3.3)          0.5
</TABLE>



                                       6
<PAGE>   7


                          AMERIQUEST TECHNOLOGIES, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999

RESULTS OF OPERATIONS FOR THE THIRD QUARTER ENDED JUNE 30, 1999

Revenues for the third quarter increased to $15,761,000 compared to $12,560,000
in the previous quarter ended March 31, 1999. The revenue increase occurred
across most vendor lines and resulted in part from the efforts of the Company's
recently expanded and restructured sales force towards "solution" selling with a
focus on client server, networking, and storage products and services revenues.
Sales for the quarter ended June 30, 1999 declined by 13.7% from $18,260,000 for
the quarter ended June 30, 1998. However, net sales of the prior year quarter
included revenue of $6,017,000 relating to the liquidation of excess inventory.
Accordingly, the Company's recurring revenue for the quarter ended June 30,
1999, increased by 28.7% over the quarter ended June 30, 1998 on an adjusted
basis of $12,243,000.

Cost of sales increased to 89.9% of sales for the quarter ended June 30, 1999
compared to 89.3% of sales in the same quarter for the prior year, primarily as
a result of the unfavorable change in vendor sales mix (net sales of $2,459,000
from the discontinued IBM 2nd tier RS6000 business was replaced by business at
slightly lower gross margins) compared to the year ago quarter.

Gross profit performance for the current quarter improved to 10.0% compared to
6.8% in the quarter ended March 31, 1999 due to a more favorable product mix and
from the recovery of inventory reserves of $398,000 from return of excess
inventory. The desired transition resulting from expansion and restructuring of
the Company's sales force towards "solution" and services selling with its
concomitant higher margins, and away from low margin commodity type sales, while
beginning to show improvement, is not yet complete.

Selling, general and administrative expenses of $1,641,000 (net of the benefit
of bad debt recovery of $236,000) increased by $46,000 for the quarter ended
June 30, 1999 compared to $1,595,000 for the same quarter of the prior year.

Depreciation and amortization of $82,000 for the quarter ended June 30, 1999
increased from $79,000 in the quarter ended June 30, 1998.

Net interest expense of $41,000 in the quarter ended June 30, 1999 compares to
net interest expense of $303,000 for the quarter ended June 30, 1998.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 1999

Sales of $40,125,000 for the nine months ended June 30, 1999 declined by
$7,246,000 compared to $47,371,000 for the nine months of the prior fiscal year.
As the prior year nine month sales included revenue of $6,997,000 relating to
the liquidation of excess inventory, the Company has effectively replaced
revenue from discontinued vendors, including the IBM 2nd tier business, when
compared to adjusted revenue from fiscal 1998 of $40,374,000.

Cost of sales increased to 91.2% of sales for the nine months ended June 30,
1999 compared to 90.8% of sales in the same nine months for the prior year,
primarily as a result of the unfavorable change in vendor sales mix compared to
the year ago nine month period that included a higher proportion of client
server revenue. Gross profit performance for the nine months ended June 30, 1999
continues to reflect the delay in the desired transition of the Company's sales
force towards higher margin "solution" selling with a focus on client server,
networking, storage products and services revenues, and away from low margin
commodity type sales of the prior year.

Selling, general and administrative expenses of $4,822,000 increased by $499,000
for the nine months ended June 30, 1999 compared to $4,323,000 for the same nine
months of the prior year. Significant bad debt recoveries reduced operating
expense for both of the nine month periods.

Depreciation and amortization of $213,000 for the nine months ended June 30,
1999 decreased from $241,000 in the nine months ended June 30, 1998.

Interest expense, net of interest income, was $41,000 in the nine months ended
June 30, 1999 and compares to net interest expense of $248,000 for the nine
months ended June 30, 1998.


                                       7
<PAGE>   8



                          AMERIQUEST TECHNOLOGIES, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999
INCOME TAXES

No income tax benefit was recorded on the net operating loss for the three
months and nine months ended June 30, 1999 and the operating profit for June 30,
1998, as valuation allowances were provided, because it is more likely than not,
as defined in SFAS 109, that deferred tax benefits will not 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.


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 net sales and earnings may be subject to
significant volatility, particularly on a quarterly basis. In addition the
decisions to close former businesses could impede the prospects for the Company
to obtain the additional sales needed to consistently achieve operating
profitability.


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, the Company had $414,000 in cash and had outstanding
borrowings of $1,914,000 under its existing lines of credit.

The Company used $1,741,000 of cash in operating activities in the quarterly
period ended June 30, 1999, primarily as a result of an increase in accounts
receivable and inventory due to higher levels of sales during the quarter.

The terms of the Fleet lending agreement include certain restrictive covenants
which require the maintenance of specified financial ratios generally related to
cash flow and tangible net worth. The Company was not in compliance with certain
covenants as of June 30, 1999 and received a waiver from Fleet on July 27, 1999
for non-compliance with such covenants. Non-compliance is anticipated to
continue through fiscal year end.

Management believes that cash on hand and the availability of credit from Fleet
will be adequate for the Company to meet its financial obligations on a timely
basis during fiscal 1999.


VENDOR RELATIONS

The marketing and selling efforts of AmeriQuest concentrate on a limited number
of key manufacturers including Acer, American Power, Digi-board, Hewlett
Packard, IBM, Multitech, Okidata, Unisys, and Wyse. With this strategy the
company is able to maintain a superior level of solution or application
expertise on products from these manufacturers. Additionally, the Company
sources significant volumes of other vendors products from fulfillment
distributors to complete solutions.

AmeriQuest, during the past year, had maintained both reseller and distribution
agreements with IBM for networking products. The Company withdrew from its
program to distribute IBM's networking products on March 31, 1999. However, the
Company continues to resell, rather than distribute, both IBM's mid-range
systems and networking products. Also during the calendar year 1998, Unisys
chose to limit its distribution agreements to only three distributors, one of
which is AmeriQuest. AmeriQuest also expanded its relationship with Unisys by
negotiating a corporate account reseller ("CAR") agreement which allows
AmeriQuest to sell Unisys products, that are not available to AmeriQuest's
resellers, directly to end users. The CAR allows the Company to serve as the
"Silent Partner(TM)"of the Company's resellers by being able to sell products
directly to the reseller's end users when the reseller desires AmeriQuest to do
so.



                                       8
<PAGE>   9




                          AMERIQUEST TECHNOLOGIES, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                  JUNE 30, 1999

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software programs are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries, or be otherwise
modified, to distinguish 21st century dates from 20th century dates. As a
result, computer systems and/or software used by many companies and governmental
agencies may need to be upgraded to comply with such Year 2000 requirements or
risk system failure or miscalculations causing disruptions of normal business
activities.

State of Readiness. To date, AmeriQuest has made an assessment of the Year 2000
readiness of mission critical third party software and hardware used by the
Company. The Company has taken steps to upgrade such software and hardware used
by the Company known to it not to be Year 2000 compliant or where the
manufacturer of such software or hardware has provided upgrades to the Company.
In addition, AmeriQuest has performed a Year 2000 simulation on all such
software and hardware. The Company has similarly tested all mission critical
software and hardware with respect to leap year calculations. The Company
believes that, based on upgrades performed to date and/or upgrades provided by
the manufacturer, all mission critical software and hardware used by the Company
is Year 2000 compliant. Such upgrades or replacements were completed during the
second quarter of fiscal 1999.

Costs. To date, AmeriQuest has not incurred any material expenditures in
connection with identifying or evaluating Year 2000 compliance issues. Most of
its expenses have related to, and are expected to continue to relate to, the
operating costs associated with time spent by employees in the evaluation
process and Year 2000 compliance matters generally. Although the Company does
not anticipate that any such expenses incurred in the future will be material,
such expenses, if higher than anticipated, could have a material adverse effect
on the Company's business, results of operations and financial condition.

Risks. AmeriQuest is not currently aware of any Year 2000 compliance problems
relating to third party software, hardware and services used by the Company that
would have a material adverse effect on the Company's business, results of
operations and financial condition. There can be no assurance that the Company
will not discover Year 2000 compliance problems in third party software,
hardware and services used by the Company which will need to be addressed or
replaced, any of which could be time consuming and expensive. The failure of the
Company to identify, address and/or replace any such third party software,
hardware or services used by the Company on a timely basis, if at all, that are
not Year 2000 compliant could result in lost revenues, increased operating costs
and other business interruptions, any of which could have a material adverse
effect on the Company's business, results of operations and financial condition.

The Company has not ascertained the Year 2000 compliance of hardware or software
which may have been sold by the Company in the past. AmeriQuest is also not
currently aware of any specific Year 2000 compliance problems relating to third
party software and hardware currently sold by the Company to its customers which
is supplied to the Company by its vendors. The Year 2000 compliance of software
and hardware supplied to the Company by its vendors is outside the Company's
control. The Company makes available to its customers the warranties offered by
manufacturers whose products it sells. While the Company believes that ultimate
responsibility for claims arising from the Year 2000 compliance of the software
and hardware it sells should be borne the products' manufacturer, there can be
no assurance that the Company will have no liability for any such claims and any
related liability could have a material adverse effect on the Company's
business, results of operations and financial condition.

In addition, there can be no assurance that other third parties outside the
Company's control, including, without limitation, governmental agencies,
financial institutions, public utilities, other service providers with which the
Company does business and others, will be Year 2000 compliant. The failure of
any such entity to be Year 2000 compliant could result in systematic failures
beyond the control of the Company which could have a material adverse effect on
the Company's business, results of operations and financial condition.

Contingency Plans. To date, the Company has not established a formal contingency
plan for dealing with a failure by the Company, any of its vendors or others to
achieve Year 2000 compliance. However, the Company recognizes the need to
develop contingency plans and expects to have these plans in place, where
applicable, by the end of fiscal 1999.



                                       9
<PAGE>   10




                          AMERIQUEST TECHNOLOGIES, INC.

                                  JUNE 30, 1999

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None

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

     None


ITEM 5.  OTHER INFORMATION

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     None




                                   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.


August 6, 1999
                             /s/ ALEXANDER C. KRAMER


                                 Alexander C. Kramer
                                 Chief Executive Officer


August 6, 1999
                                /s/ JON D. JENSEN


                                    Jon D. Jensen
                                    Chief Operating Officer,
                                    Chief Financial Officer and Secretary


                                       10