U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)
[ X ]  AMENDMENT NO. 1 TO ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the transition period from_________ to___________

                         Commission file number 0-21633

                         BRISTOL RETAIL SOLUTIONS, INC.
                 (Name of Small Business Issuer in its Charter)

           DELAWARE                                      58-2235556
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

5000 BIRCH STREET, SUITE 205, NEWPORT BEACH, CALIFORNIA            92660
     (Address of Principal Executive Offices)                    (Zip Code)

                                 (714) 475-0800
                 (Issuer's Telephone Number Including Area Code)

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

                               Title of each class
                               -------------------
                          COMMON STOCK, $.001 PAR VALUE
                CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS

    Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

    State issuer's revenues for its most recent fiscal year: $21,088,487

    The aggregate market value of the registrant's voting Common Stock held by
non-affiliates of the registrant was approximately $10,251,282 (computed using
the closing price of $3.19 per share of Common Stock on February 27, 1998 as
reported by The Nasdaq Stock Market, based on the assumption that directors and
officers and more than 5% stockholders are affiliates).

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     There were 5,556,746 shares of the registrant's Common Stock, par value
$.001 per share, and 718,750 of the registrant's Class A Redeemable Common Stock
Purchase Warrants outstanding on February 27, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held May 15, 1998, which Proxy Statement
will be filed no later than 120 days after the close of the registrant's year
ended December 31, 1997, are incorporated by reference in Part III of this
Annual Report on Form 10-KSB.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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<PAGE>


                                    PART III


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

(a) Financial Statements

         The financial statements listed on the index to financial statements on
page 21 are filed as part of this Form 10-KSB.

(b) Exhibits

         Exhibits marked with an asterisk (*) are filed herewith. The
    remainder of the exhibits have heretofore been filed with the Commission and
    are incorporated herein by reference. Each management contract or
    compensation plan or arrangement filed as an exhibit hereto is identified by
    a (+).

         EXHIBIT
          NUMBER                             DESCRIPTION
          ------                             -----------

           2.1         Agreement and Plan of Merger by and among the Company,
                       Bristol Merger Corporation, Automated Register Systems,
                       Inc. and the Shareholders thereof (Incorporated by
                       reference to Exhibit 2.1 of the Company's Form 8-K dated
                       December 31, 1996, filed on January 15, 1997, File No.
                       000-21633).

           2.2         Agreement and Plan of Reorganization by and among the
                       Company, Smyth Systems Inc., the Managing Stockholders of
                       Smyth Systems, Inc. and Smyth Merger Corp. (Incorporated
                       by reference to Exhibit 10.29 of the Company's Form 8-K
                       dated May 29, 1997 filed on June 12, 1997, File No.
                       0-21633).

           2.3         Second Amendment to Agreement and Plan of Reorganization
                       by and among the Company, Smyth Systems Inc., the
                       Managing Stockholders of Smyth Systems, Inc. and Smyth
                       Merger Corp. (Incorporated by reference to Exhibit 10.30
                       of the Company's Form 8-K dated May 29,1997, filed on
                       June 12, 1997, No. 0-21633).

           2.4         Agreement and Plan of Merger, as amended, by and among
                       the Company, Cash Register, Inc., Floyd Shirrell and
                       Electronic Business Machines, Inc. (Incorporated by
                       reference to Exhibit 10.35 of the Company's Form 8-K
                       dated June 6, 1997, filed on June 20, 1997, File No.
                       0-21633).

           2.5         Agreement and Plan of Merger by and among Bristol Retail
                       Solutions, Inc., Pacific Merger Corp., Pacific Cash
                       Register and Company, Inc., Robert Freaney and Abbass
                       Barzgar dated June 27, 1997, (Incorporated by reference
                       to Exhibit 10.41 of the Company's Form 10-Q dated June
                       30, 1997, filed on August 13, 1997, File No. 0-21633).

                                       2
<PAGE>

           2.6         Closing Agreement by and among the Company, Pacific
                       Merger Corp., Pacific Cash Register and Company, Inc.,
                       Robert Freaney and Abbass Barzgar dated August 4, 1997,
                       (Incorporated by reference to Exhibit 10.43 of the
                       Company's Form 10-Q dated June 30, 1997, filed on August
                       13, 1997, File No. 0-21633).

           2.7         Rescission Agreement by and among the Company,
                       International Systems & Electronics Corporation and Pedro
                       Penton dated July 23, 1997, (Incorporated by reference to
                       Exhibit 10.42 of the Company's Form 10-Q dated June 30,
                       1997, filed on August 13, 1997, File No. 0-21633).

           3.1         Certificate of Incorporation, as amended, of the Company
                       (Incorporated by reference to Exhibit 3.1 of Amendment
                       No. 1 to the Company's Registration Statement on Form
                       SB-2, File No. 333-5570-LA)

           3.2         Bylaws of the Company (Incorporated by reference to
                       Exhibit 3.2 of Amendment No. 1 to the Company's
                       Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           4.1         Form of Common Stock Certificate (Incorporated by
                       reference to Exhibit 4.1 of Amendment No. 1 to the
                       Company's Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           4.2         Form of Class A Redeemable Common Stock Purchase Warrants
                       (Incorporated by reference to Exhibit 4.3 of Amendment
                       No. 1 to the Company's Registration Statement on Form
                       SB-2, File No. 333-5570-LA).

           4.3         Form of Registration Rights Agreement by and among the
                       Company and Investors listed on Schedule 1 thereto
                       (Incorporated by reference to Exhibit 4.4 of the
                       Company's Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           4.4         Form of Underwriter's Warrant Agreement for Shares
                       entered into between the Company and First Cambridge
                       Securities Corporation (Incorporated by reference to
                       Exhibit 4.5 of Amendment No. 1 of the Company's
                       Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           4.5         Form of Underwriter's Warrant Agreement for Warrants
                       entered into between the Company and First Cambridge
                       Securities Corporation (Incorporated by reference to
                       Exhibit 4.6 of Amendment No. 1 of the Company's
                       Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           4.6         Form of Warrant Agreement entered into between the
                       Company and American Stock Transfer and Trust Company
                       (Incorporated by reference to Exhibit 4.7 of Amendment
                       No. 1 to the Company's Registration Statement on Form
                       SB-2, File No. 333-5570-LA).

           10.1        Form of the 1996 Equity Participation Plan of the
                       Company, dated July 31, 1996, (Incorporated by reference
                       to Exhibit 10.1 of the Company's Registration Statement
                       on Form SB-2, File No. 333-5570-LA).

           10.2        Amendment to the 1996 Equity Participation Plan of the
                       Company (Incorporated by reference to Exhibit A of the
                       Company's Definitive Proxy Statement filed on April
                       14,1997, File No. 0-21633).

           10.3        1997 Employee Stock Purchase Plan of the Company
                       (Incorporated by reference to Exhibit B of the Company's
                       Definitive Proxy Statement filed on April 14, 1997, File
                       No. 0-21633).

                                       3
<PAGE>

           10.4+       Employment Agreement between the Company and Richard H.
                       Walker dated April 3, 1996, (Incorporated by reference to
                       Exhibit 10.5 of the Company's Registration Statement on
                       Form SB-2, File No. 333-5570-LA).

           10.5+       Employment Agreement between the Company and Paul
                       Spindler dated April 3, 1996, (Incorporated by reference
                       to Exhibit 10.6 of the Company's Registration Statement
                       on Form SB-2, File No. 333-5570-LA).

           10.6+       Employment Agreement between the Company and Maurice R.
                       Johnson dated June 28, 1996, (Incorporated by reference
                       to Exhibit 10.7 of the Company's Registration Statement
                       on Form SB-2, File No. 333-5570-LA).

           10.7+       Employment Agreement between Michael Pollastro and
                       Automated Register Systems, Inc., dated January 1, 1997,
                       (Incorporated by reference to Exhibit 10.27 of the
                       Company's 8-K/A dated December 31, 1996, filed on March
                       14, 1997, File No. 0-21633).

           10.8+       Employment Agreement between Gary Pollastro and Automated
                       Register Systems, Inc., dated January 1, 1997,
                       (Incorporated by reference to Exhibit 10.28 of the
                       Company's 8-K/A dated December 31, 1996, filed on March
                       14, 1997, File No. 0-21633).

           10.9+       Employment Agreement between John Pollastro and Automated
                       Register Systems, Inc., dated January 1, 1997,
                       (Incorporated by reference to Exhibit 10.29 of the
                       Company's Form 8-K/A dated December 31, 1996, filed on
                       March 14, 1997, File No. 0-21633).

           10.10+      Employment Agreement by and between Robert T. Smyth and
                       Smyth Systems, Inc., and first Amendment to Employment
                       Agreement dated June 1, 1997, (Incorporated by reference
                       to Exhibit 10.31 of the Company's Form 8-K dated May 29,
                       1997, filed on June 12,1997, File No. 0-21633).

           10.11+      Employment Agreement by and between Larry D. Smyth and
                       Smyth Systems, Inc., and first Amendment to Employment
                       Agreement dated June 1, 1997, (Incorporated by reference
                       to Exhibit 10.32 of the Company's Form 8-K dated May 29,
                       1997, filed on June 12,1997, File No. 0-21633).

           10.12+      Employment Agreement by and between William A. Smyth and
                       Smyth Systems, Inc., and first Amendment to Employment
                       Agreement dated June 1, 1997, (Incorporated by reference
                       to Exhibit 10.33 of the Company's Form 8-K dated May 29,
                       1997, filed on June 12,1997, File No. 0-21633).

           10.13+      Independent Contractor Agreement by and between the
                       Company, Cash Registers, Inc. and Floyd Shirrell
                       (Incorporated by reference to Exhibit 10.36 of the
                       Company's 8-K dated June 6, 1997, filed on June 20, 1997,
                       File No. 0-21633).

           10.14       Lease Agreement between Paul Thompson, Cash Registers,
                       Incorporated and Coye D. King dated October 30, 1987,
                       (Incorporated by reference to Exhibit 10.10 of the
                       Company's Registration Statement on Form SB-2, File No.
                       333-5570-LA).

                                       4
<PAGE>

           10.15       Stock Purchase Agreement by and among the Company, Cash
                       Registers, Inc. and Maurice R. Johnson, Andrew D. King
                       and C. Stephen King, dated as of June 26, 1996,
                       (Incorporated by reference to Exhibit 10.14 of the
                       Company's Registration Statement on Form SB-2, File No.
                       333-5570-LA).

           10.16       Building Lease dated May 29, 1990, by and between
                       Automated Register Systems, Inc., Michael J. Pollastro,
                       Gary T. Pollastro, and John and Carmen Pollastro, as
                       amended by First Amendment to Building Lease dated
                       January 1, 1997, by and between Automated Retail Systems,
                       Inc., Michael Pollastro, Gary T. Pollastro, and John and
                       Carmen Pollastro (Incorporated by reference to
                       Exhibit 10.25 of the Company's Form 8-K dated December
                       31, 1996, filed on January 15, 1997, File No. 000-21633).

           10.17       Loan and Security Agreement by and between the Company,
                       Cash Registers, Inc., Smyth Systems, Inc., Automated
                       Retail Systems, Inc. and Coast Business Credit dated
                       December 11, 1997. (Incorporated by reference to Exhibit
                       10.17 of the Company's Form 10-KSB dated December 31, 
                       1997, filed on April 15, 1998, File No. 0-21633).

          10.18        First Amendment to the Loan and Security Agreement by and
                       between the Company, Cash Registers, Inc., Smyth Systems,
                       Inc., Automated Retail Systems, Inc. and Coast Business
                       Credit dated January 6, 1998. (Incorporated by reference
                       to Exhibit 10.18 of the Company's Form 10-KSB dated
                       December 31, 1997, filed on April 15, 1998, File No.
                       0-21633).


          10.19        Second Amendment to the Loan and Security Agreement by
                       and between the Company, Cash Registers, Inc., Smyth
                       Systems, Inc., Automated Retail Systems, Inc. and Coast
                       Business Credit dated February 2, 1998. (Incorporated by
                       reference to Exhibit 10.19 of the Company's Form 10-KSB
                       dated December 31, 1997, filed on April 15, 1998, File 
                       No. 0-21633).


          11           Statement of Computation of Per Share Earnings.
                       (Incorporated by reference to Exhibit 11 of the Company's
                       Form 10-KSB dated December 31, 1997, filed on April 15,
                       1998, File No. 0-21633).

                       

          21           List of Subsidiaries of the Company. (Incorporated by
                       reference to Exhibit 21 of the Company's Form 10-KSB
                       dated December 31, 1997, filed on April 15, 1998, File 
                       No. 0-21633).


          23.1*        Consent of Ernst & Young LLP.

          23.2         Consent of Deloitte & Touche LLP. (Incorporated by
                       reference to Exhibit 23.2 of the Company's Form 10-KSB
                       dated December 31, 1997, filed on April 15, 1998, File 
                       No. 0-21633).


          27           Financial Data Schedule. (Incorporated by reference to
                       Exhibit 27 of the Company's Form 10-KSB dated December
                       31, 1997, filed on April 15, 1998, File No. 0-21633).



(c) Reports on Form 8-K

    During the last quarter of the year covered by this report, the Company
    filed the following Current Reports on Form 8-K:

    i. On October 6, 1997, the Company filed a report on Form 8-K reporting,
    under Item 4 thereof, that it had changed its principal accountants from
    Ernst & Young LLP to Deloitte & Touche LLP. The change was effective
    September 30, 1997.

                                       5

<PAGE>

                                   SIGNATURES

    In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  Bristol Retail Solutions, Inc. (Registrant)

                                  By: /s/          RICHARD H. WALKER
                                      ------------------------------------------
                                                   Richard H. Walker
                                             President, Chief Executive
                                                 Officer and Director
                                  Date: April 16, 1998

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

        SIGNATURE                                   TITLE                                       DATE
        ---------                                   -----                                       ----
<S>                                   <C>                                                    <C>
/s/ RICHARD H. WALKER                 Chief Executive Officer, President and Director        April 16, 1998
-------------------------------       (Principal Executive Officer)
Richard H. Walker

/s/ PAUL SPINDLER                     Executive Vice President, Chairman of the Board and    April 16, 1998
-------------------------------       Director
Paul Spindler

/s/ MICHAEL S. SHIMADA                Chief Financial Officer                                April 16, 1998
-------------------------------       (Principal Accounting and Financial Officer)
Michael S. Shimada

/s/ LAWRENCE COHEN                    Director                                               April 16, 1998
-------------------------------
Lawrence Cohen

/s/ JACK BORSTING                     Director                                               April 16, 1998
-------------------------------
Dr. Jack Borsting

/s/ THOMAS LUTRI                      Director                                               April 16, 1998
-------------------------------
Dr. Thomas Lutri

</TABLE>

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