<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM 10-Q

(Mark One)

( X )    Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

(   )   Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from                to
                                       ---------------    ---------------

                         Commission file number: 0-21633

                         BRISTOL RETAIL SOLUTIONS, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)



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

3760 KILROY AIRPORT WAY, SUITE 450, LONG BEACH, CALIFORNIA               90806
     (Address of Principal Executive Offices)                         (Zip code)


                                 (562) 988-3660
                (Issuer's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
      (Former Name, Former Address and Former Fiscal Year, if Changed Since
                                  Last Report)

      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
    -----      -----

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

      Common Stock, $.001 par value - 6,976,968 shares as of July 31, 2000 Class
      A Redeemable Common Stock Purchase Warrants - 718,750 as of July 31, 2000


                                     Page 1

<PAGE>

                         BRISTOL RETAIL SOLUTIONS, INC.

                                      Index



Part I --- FINANCIAL INFORMATION                                           Page

     Item 1.  Financial Statements (Unaudited)

          Consolidated Balance Sheet as of June 30, 2000 and December
          31, 1999                                                             3

          Consolidated Statements of Operations for the three months
          ended June 30, 2000 and 1999                                         4

          Consolidated Statements of Operations for the six months
          ended June 30, 2000 and 1999                                         5

          Consolidated Statements of Cash Flows for the six months
          ended June 30, 2000 and 1999                                       6-7

          Notes to Consolidated Financial Statements                        8-11

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          12-19

     Item 3.  Quantitative and Qualitative Disclosures about Market Risk      20

Part II --- OTHER INFORMATION

     Item 1.  Legal Proceedings                                               21
     Item 5.  Other Events                                                    21
     Item 6.  Exhibits and Reports on Form 8-K                                21

Signature                                                                     22


                                     Page 2
<PAGE>
<TABLE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                           Consolidated Balance Sheets
<CAPTION>

                                        ASSETS                           June 30,      December 31,
                                                                          2000             1999
                                                                       (Unaudited)
                                                                      -------------    -------------
<S>                                                                   <C>              <C.
Current assets:
   Cash and cash equivalents                                          $    197,432     $    332,959
   Accounts receivable, net of allowance for doubtful accounts of
     $300,091 and $286,497 at June 30, 2000 and December 31, 1999        3,621,745        5,378,202
   Inventories, net                                                      3,494,092        3,853,041
   Prepaid expenses and other current assets                               498,365          395,767
   Current portion of note receivable                                       60,936           82,331
                                                                      -------------    -------------
           Total current assets                                          7,872,570       10,042,300

Property and equipment, net                                                536,968          596,781
Intangible assets, net of accumulated amortization of $945,774
   and $808,790 at June 30, 2000 and December 31, 1999                   4,135,227        4,272,210
Note receivable - noncurrent portion                                       101,191          116,898
Other assets                                                               155,664          192,611
                                                                      -------------    -------------
           Total assets                                               $ 12,801,620     $ 15,220,800
                                                                      =============    =============

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term borrowings                                              $  2,676,054     $  3,351,434
   Accounts payable                                                      3,269,892        2,506,322
   Accrued salaries, wages and related benefits                            463,481          643,761
   Accrued expenses                                                        422,314          587,322
   Deferred service revenue                                              1,570,834        1,327,066
   Customer advances                                                       517,043          652,348
   Current portion of note payable to related party                             --           15,577
   Current portion of long-term debt                                        39,346           10,293
   Current portion of capital lease obligations                             40,597           44,205
                                                                      -------------    -------------
           Total current liabilities                                     8,999,561        9,138,328

Long term debt                                                              31,002           66,667
Capital lease obligations - noncurrent portion                              34,902           57,586
Other long-term liabilities                                                 67,557           67,557
Commitments and contingencies
  Series C Convertible Preferred Stock, 500,000 shares authorized;
     500,000 shares issued and outstanding at June 30, 2000              1,000,000               --
Stockholders' equity
     Preferred stock, No par value:
        Series B Preferred Stock; 1,000,000 shares authorized;
          500,000 shares issued and 100,000 shares outstanding
          at June 30, 2000 and 400,000 at December 31, 1999                100,000          400,000
     Common stock, $.001 par value:
        20,000,000 shares authorized; 6,976,968 and 6,963,282
          shares issued and outstanding at June 30, 2000 and
          December 31, 1999                                                  6,977            6,968
     Additional paid-in capital                                         13,478,048       13,259,222
     Accumulated deficit                                               (10,891,802)      (7,750,903)
                                                                      -------------    -------------
                                                                         2,693,223        5,915,287
     Less 5,000 shares of treasury stock, at cost                          (24,625)         (24,625)
                                                                      -------------    -------------
           Total stockholders' equity                                    2,668,598        5,890,662
                                                                      -------------    -------------
           Total liabilities and stockholders' equity                 $ 12,801,620     $ 15,220,800
                                                                      =============    =============

See accompanying notes to consolidated financial statements.
</TABLE>

                                     Page 3
<PAGE>
<TABLE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

<CAPTION>

                                                                Three Months Ended June 30,
                                                                    2000            1999
                                                                ------------    ------------
<S>                                                             <C>             <C>
Revenue:
  System sales and installation                                 $ 4,218,951     $ 6,981,530
  Service and supplies sales                                      2,100,007       2,668,990
                                                                ------------    ------------

Total revenue                                                     6,318,958       9,650,520
Cost of revenue:
   System sales and installation                                  3,911,843       4,786,537
   Service and supplies sales                                     1,569,520       2,008,240
                                                                ------------    ------------

Total cost of revenue                                             5,481,363       6,794,777
                                                                ------------    ------------

Gross margin                                                        837,595       2,855,743

Operating expenses:
   Selling, general and administrative expenses                   2,230,826       2,491,771
   Research and development costs                                        --         202,336
                                                                ------------    ------------

Total operating expenses                                          2,230,826       2,694,107
                                                                ------------    ------------

Operating (loss) income                                          (1,393,231)        161,636

Other expense, net                                                  102,349         113,784
                                                                ------------    ------------

(Loss) income before income taxes                                (1,495,580)         47,852
Provision for income tax                                              4,300           2,950
                                                                ------------    ------------

Net (loss) income and comprehensive net (loss) income           $(1,499,880)    $    44,902
                                                                ============    ============

Net (loss) income                                               $(1,499,880)    $    44,902
Accretion related to Series B Preferred Stock                            --         (52,500)
Cumulative dividends for Series C Preferred Stock                   (32,992)        (12,500)
                                                                ------------    ------------

Net loss applicable to common stockholders                      $(1,532,872)    $   (20,098)
                                                                ============    ============

Basic and diluted net loss to common stockholders per share     $     (0.22)    $     (0.00)
                                                                ============    ============

Basic and diluted weighted average common shares outstanding      6,971,013       6,963,282
                                                                ============    ============


See accompanying notes to consolidated financial statements.
</TABLE>
                                     Page 4

<PAGE>
<TABLE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>


                                                                   Six Months Ended June 30,
                                                                    2000             1999
                                                                -------------    -------------
<S>                                                             <C>              <C>
Revenue:
   System sales and installation                                $  8,297,186     $ 12,477,179
   Service and supplies sales                                      4,165,783        5,274,600
                                                                -------------    -------------

Total revenue                                                     12,462,969       17,751,779
Cost of revenue:
   System sales and installation                                   7,352,570        8,776,876
   Service and supplies sales                                      3,182,441        3,886,921
                                                                -------------    -------------

Total cost of revenue                                             10,535,011       12,663,797
                                                                -------------    -------------

Gross margin                                                       1,927,958        5,087,982

Operating expenses:
   Selling, general and administrative expenses                    4,410,409        4,904,035
   Research and development costs                                         --          403,565
                                                                -------------    -------------

Total operating expenses                                           4,410,409        5,307,600
                                                                -------------    -------------

Operating loss                                                    (2,482,451)        (219,618)

Other expense, net                                                   233,121          230,345
                                                                -------------    -------------

Loss before income taxes                                          (2,715,572)        (449,963)
Provision for income tax                                               4,300            2,950
                                                                -------------    -------------

Net loss and comprehensive net loss                             $ (2,719,872)    $   (452,913)
                                                                =============    =============

Net loss                                                        $ (2,719,872)    $   (452,913)
Preferred stock accretion and dividends:
   Accretion related to Series B Preferred Stock                          --          (52,500)
   Accretion related to Series C Convertible Preferred Stock        (354,056)              --
   Cumulative dividends for Preferred Stock                          (66,970)         (12,500)
                                                                -------------    -------------

Net loss applicable to common stockholders                      $ (3,140,898)    $   (517,913)
                                                                =============    =============

Basic and diluted net loss to common stockholders per share     $      (0.45)    $      (0.07)
                                                                =============    =============

Basic and diluted weighted average common shares outstanding       6,967,169        6,939,532
                                                                =============    =============



See accompanying notes to consolidated financial statements.
</TABLE>
                                     Page 5


<PAGE>
<TABLE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                              Six Months Ended June 30,
                                                               2000              1999
                                                            ------------    ------------
<S>                                                         <C>             <C>
Cash flows from operating activities:
   Net loss                                                 $(2,719,872)    $  (452,913)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation                                               111,275         138,232
     Amortization                                               213,664         291,868
     Provision for excess and obsolete inventories              147,750              --

     Changes in operating assets and liabilities:
         Accounts receivable                                  1,756,456         109,488
         Inventories                                            170,969         429,722
         Prepaid expenses and other assets                     (142,306)       (121,159)
         Accounts payable                                       763,570        (384,265)
         Other accrued expenses                                (356,317)       (112,448)
         Deferred revenue                                       243,768        (245,648)
         Customer advances                                     (135,305)        207,986
         Other long-term liabilities                                 --              --
                                                            ------------    ------------

Net cash provided by (used in) operating activities              53,652        (139,137)

Cash flows from investing activities:
    Cash paid for final installment, acquisition                     --         (10,000)
    Cash paid for acquisitions, net of cash acquired                 --              --
    Receivables from rescinded acquisition                       20,000          56,807
    Purchases of property and equipment                         (51,462)        (57,191)
                                                            ------------    ------------

Net cash used in investing activities                           (31,462)        (10,384)

Cash flows from financing activities:
    Repayment of capital lease obligations                      (26,292)        (33,203)
    Net (repayments) borrowings on line of credit              (675,380)        345,456
    Repayment of long-term debt                                  (6,612)         (9,257)
    Repayment of note payable to related party                  (15,578)        (36,442)
    Issuance of preferred stock                               1,000,000         500,000
    Preferred stock issuance costs                              (80,000)             --
    Redemption of Series B Preferred Stock                     (300,000)             --
    Payment of cash dividends-preferred stock                   (55,940)             --
    Issuance of common stock                                      2,085          21,560
                                                            ------------    ------------

Net cash (used in) provided by financing activities            (157,717)        788,114

Net (decrease) increase in cash and cash equivalents           (135,527)        638,593
Cash and cash equivalents at beginning of period                332,959         146,235
                                                            ------------    ------------

Cash and cash equivalents at end of period                  $   197,432     $   784,828
                                                            ============    ============

Supplemental disclosures of cash flow information:
    Cash paid for interest                                  $   232,373     $   221,519
                                                            ============    ============
    Cash paid for income taxes, net                         $     4,300     $     8,050
                                                            ============    ============

See accompanying notes to consolidated financial statements.
</TABLE>

                                     Page 6

<PAGE>
<TABLE>


                         BRISTOL RETAIL SOLUTIONS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


Supplemental disclosures of cash flow information (continued):
                                                               Six Months Ended June 30,
                                                                  2000        1999
                                                               ----------   --------
<S>                                                            <C>          <C>
Supplemental disclosures of non-cash transactions:
    Warrants issued in connection with the issuance of
       preferred stock                                         $ 216,750    $52,500
                                                               ==========   ========
    Capital lease obligations to finance capital assets        $      --    $16,845
                                                               ==========   ========


Non-cash transactions relating to Preferred Stock:
    Preferred stock accretion recorded to increase Series B
       Preferred Stock to redemption value                     $      --    $52,500
                                                               ==========   ========
    Preferred stock accretion recorded to increase Series C
       Preferred Stock to redemption value                     $ 354,056    $    --
                                                               ==========   ========


</TABLE>





See accompanying notes to consolidated financial statements.

                                     Page 7
<PAGE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                  June 30, 2000


NATURE OF OPERATIONS AND BASIS OF PRESENTATION

         Bristol Retail Solutions, Inc. (the Company) was incorporated on April
3, 1996 in the state of Delaware for the purpose of acquiring and operating a
national network of full-service retail automation solution providers. The
Company earns revenue from the sale and installation of point-of-sale (POS)
systems and turnkey retail automation (VAR) systems, the sale of supplies and
from service fees charged to customers under service maintenance agreements.
Currently, the Company has sales and service locations located in seventeen
cities and eight states, primarily located in the Western and Midwestern region
of the United States.

         The accompanying consolidated June 30, 2000 and 1999 financial
statements include the accounts of the Company and its wholly-owned
subsidiaries: Cash Registers, Inc. (CRI), which includes MicroData, Inc.
(MicroData) and Electronic Business Machines, Inc. (EBM); Automated Register
Systems, Inc. (ARS); Smyth Systems, Inc. (Smyth); Pacific Cash Register and
Computer, Inc. (PCR); and Quality Business Machines (QBM).

         The Company's acquisitions were accounted for in the Company's
consolidated financial statements as purchases in accordance with Accounting
Principles Board Opinion (APB) No. 16. The purchase prices were allocated to the
underlying assets and liabilities based upon their respective fair values. The
results of the acquisitions are included in the Company's consolidated financial
statements subsequent to the respective dates of acquisition. Accordingly, the
financial statements for the periods subsequent to the acquisitions are not
comparable to the financial statements for the periods prior to the
acquisitions.

         The accompanying consolidated financial statements have been prepared
by the Company without audit in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion
of management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. The
accompanying consolidated financial statements do not include certain footnotes
and financial presentations normally required under accounting principles
generally accepted in the United States of America and, therefore, should be
read in conjunction with the audited consolidated financial statements included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1999. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.

INCOME TAXES

         The Company provides for income taxes in interim periods based on the
estimated effective income tax rate for the complete year. For the three and six
months ended June 30, 2000 and 1999, the estimated effective income tax rate is
less than the U.S. statutory rate primarily due to a 100% valuation allowance
provided against the deferred tax assets that arose from the current operating
loss.

BASIC AND DILUTED PER SHARE INFORMATION

         Basic net income (loss) per share is computed using the weighted
average number of common shares outstanding during the periods presented.
Diluted net income (loss) per share is computed using the weighted average
number of common and common equivalent shares outstanding during the periods
presented assuming the exercise of the Company's stock options and warrants and
preferred stock dividends on Series B Preferred Stock. Common equivalent shares
have not been included where inclusion would be antidilutive.

                                     Page 8
<PAGE>

<TABLE>
<CAPTION>

   FOR THE QUARTER ENDED JUNE 30, 2000
                                                            Loss           Shares         Per-Share
                                                         (Numerator)    (Denominator)       Amount
                                                        ------------    ------------    ------------
   <S>                                                  <C>             <C>             <C>
   BASIC LOSS PER SHARE
   Net loss                                             $(1,499,880)
   Cumulative dividends for preferred stock                 (32,992)
                                                        ------------
   Loss applicable to common stockholders               $(1,532,872)      6,971,013     $     (0.22)
                                                                                        ============

   Effect of Dilutive Securities                                 --              --
                                                        ------------    ------------

   DILUTED LOSS PER SHARE
   Loss applicable to common stockholders               $(1,532,872)      6,967,013     $     (0.22)
                                                        ============    ============    ============

   FOR THE SIX MONTHS ENDED JUNE 30, 2000

   BASIC LOSS PER SHARE
   Net loss                                             $(2,719,872)
   Accretion related to Series B Preferred Stock           (354,056)
   Cumulative dividends for Series B Preferred Stock        (66,970)
                                                        ------------
   Loss applicable to common stockholders                (3,140,898)      6,967,169     $     (0.45)
                                                                                        ============

   Effect of Dilutive Securities                                 --              --
                                                        ------------    ------------

   DILUTED LOSS PER SHARE
   Loss applicable to common stockholders               $(3,140,898)      6,967,169     $     (0.45)
                                                        ============    ============    ============
</TABLE>

         At June 30, 2000 and 1999, basic and diluted loss per share is based on
the weighted average number of common shares outstanding and net loss applicable
to common stockholders. Common stock equivalents, which consist of stock
options, warrants and conversion of preferred stock, were antidilutive for the
three and six months ended June 30, 2000 and 1999.

COMPREHENSIVE OPERATIONS

         SFAS No. 130, "Reporting Comprehensive Income" establishes standards
for the reporting of comprehensive income and its components. Comprehensive
income, as defined, includes all changes in equity (net assets) during a period
from transactions and other events and circumstances from nonowner sources. As
of June 30, 2000 and 1999, there is no difference between net loss and
comprehensive loss.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which is effective for fiscal year 2001. SFAS No. 133, amended by SFAS. No. 137,
will require the Company to record all derivatives on the balance sheet at fair
value. For derivatives that are hedges, changes in the fair value of derivatives
will be offset by the changes in the fair value of hedged assets, liabilities or
firm commitments. The Company is currently evaluating the impact of adopting
this standard will have on its results of operations or equity.

RECLASSIFICATION

         Certain reclassifications have been made to prior year information to
conform with the current year presentation.

                                     Page 9
<PAGE>



PROPERTY AND EQUIPMENT
<TABLE>

         Property and equipment consists of the following:
<CAPTION>

                                                              June 30, 2000   December 31, 1999
                                                               ------------    ------------
             <S>                                               <C>             <C>
             Furniture and equipment                           $   758,690     $   742,599
             Automobiles                                           234,788         234,788
             Leasehold improvements                                113,916         107,066
                                                               ------------    ------------

                                                                 1,107,394       1,084,453
             Less accumulated depreciation and amortization       (570,426)       (487,672)
                                                               ------------    ------------

             Property and equipment, net                       $   536,968     $   596,781
                                                               ============    ============

</TABLE>


CONTINGENCIES

         The Company's subsidiaries have been, from time to time, parties to
various lawsuits and other matters involving ordinary and routine claims arising
in the normal course of business. In the opinion of management of the Company,
although the outcomes of these claims and suits are not presently determinable,
in the aggregate, the outcome of any of these matters will not have a material
adverse affect on the Company's business, financial position or results of
operations or cash flows.

         On or about August 7, 1997, a class action complaint was filed against
the Company and certain of the Company's officers and directors. Underwriters
for the Company's initial public offering were also named as defendants. The
class action plaintiffs are Lincoln Adair, Antique Prints, Ltd., and Martha
Seamons, on behalf of themselves and all others similarly situated. In addition
to seeking to have themselves declared proper plaintiffs and having the case
certified as a class action, plaintiffs were seeking unspecified monetary
damages. The plaintiffs' complaint alleged claims under the federal securities
laws for alleged misrepresentations and omissions in connection with sales of
the Company's securities. On December 23, 1997, the Company filed a motion to
dismiss the complaint, and on May 14, 1998, the court denied the Company's
request. On May 3, 1999, the Company and the plaintiffs agreed to settle the
class action complaint against the Company and a stipulation has been filed with
the United States District Court, Southern District of New York (the Court). The
Company has insurance that will cover the claim except for a deductible of
$250,000 less attorney fees. To date, the Company has spent approximately
$150,000 on legal fees and has made an accrual of $100,000 in the accompanying
consolidated balance sheet at December 31, 1999. Currently, the settlement money
from the insurance company is in a trust fund. Final disposition of funds to the
plaintiffs will occur when the Company pays the money owed as agreed to per the
settlement. As of June 30, 2000, the Company has paid $75,000.

STOCKHOLDERS' EQUITY

     COMMON STOCK

     On April 11, 2000, the Company issued 8,686 shares of common stock to its
employees under the 1997 Employee Stock Purchase Plan.

                                    Page 10
<PAGE>

     PREFERRED STOCK

         On April 15, 1999, the Company issued 500,000 shares of Series B
Preferred Stock (the Series B) for $500,000 to an accredited investor. The
holder of shares of Series B shall be entitled to receive semi-annually,
commencing January 15, 2000 and each July 15 and January 15, thereafter,
cumulative dividends, at the rate of twelve (12%) per annum of the original
issue price of the Series B. The Series B is not convertible, has no voting
rights, has a liquidation preference of $1.00 per share plus unpaid dividends
and is redeemable at the option of the Company at any time. The purchaser of the
Series B received warrants to purchase 150,000 shares of the Company's common
stock concurrently with the $500,000 investment. These warrants were valued by
the Company at $52,500 using a Black-Scholes option pricing model and are
exercisable at $1.00 per share and were charged against the carrying value of
the Series B. In the event the Company has not redeemed the Company's Series B
by December 31, 1999, an amount equal to $0.05 per month shall reduce the
exercise price of the warrant for each month that any of the Series B remains
outstanding. The Company recorded accretion of $52,500 to increase the carrying
value to the liquidation value of $1.00 per share. As of March 31, 2000, the
Company has redeemed $400,000 of the Series B shares. The Company recorded
cumulative preferred dividends of $6,970 as of June 30, 2000.

          On January 12, 2000, the Company and Berthel SBIC, LLC (Berthel)
entered into an Investment Agreement whereby the Company issued 500,000 shares
of its Series C Convertible Preferred Stock (the Series C) and a warrant to
purchase 425,000 shares of its common stock for $920,000, net of offering costs.
The warrant has an exercise price per share of $0.01 and is exercisable until
January 12, 2005. In connection with the purchase price by Berthel, the Company
and the Chairman of the Board, Larry Cohen agreed that either: (i) not later
than the close of business on June 1, 2000, Larry Cohen will surrender, without
exercise, options held by him for the acquisition of 1,330,000 shares of common
stock of the Company, at which time the Company will cancel the options, or (ii)
such options shall expire by their terms not later than the close of business on
June 1, 2000, unexercised.

          Upon certain circumstances, Berthel may put the Company the warrant or
shares underlying the warrant and shares of common stock resulting from the
conversion of all or part of the Series C Preferred Stock. The Company will pay
Berthel a put price equal to the fair market value of the Company, multiplied by
a fraction, the numerator of which is the total of (i) the number of warrant
shares tendered by Berthel, (ii) the number of shares of common stock for which
the portion of the warrant tendered by Berthel remains exercisable, (iii) the
number of conversion shares tendered by Berthel and (iv) the number of shares of
common stock for which the Series C Preferred Stock tendered by Berthel remain
convertible; and the denominator of which is the total of (x) the total shares
of outstanding common stock of the Company, (y) the number of shares of common
stock for which the warrant remains exercisable, and (z) the number of
conversion shares for which all shares of Series C Preferred Stock held by
Berthel remain convertible. Berthel may exercise it rights to this put at any
time after the fifth anniversary of the closing date and prior to the close of
business on the seventh anniversary of the closing date unless certain events as
defined occur earlier. In addition, at any time after the closing date, the
investor may demand registration of its shares of common stock on Form S-2 or
S-3 or any similar short form registration. In accordance with Emerging Issues
Task Force (EITF) Issue No. 00-7, unless the underlying preferred stock
agreement is modified by December 31, 2000, the fair value of the Series C
Preferred Stock will be recorded as a liability with changes in its fair value
recognized in earnings.

     The holder of the Series C Preferred Shares are entitled to receive
cumulative cash dividends at the rate of $0.24 per year per share, payable
quarterly no later than the last business day of each March, June, September and
December. The Company recorded cumulative dividends of $60,000 as of June 30,
2000. The purchaser received warrants to purchase 425,000 shares of common
stock. These warrants were valued by the Company at $216,750 using a
Black-Scholes option-pricing model. The Series C Preferred Stock was recorded at
fair value on the date of issuance less issuance costs. The Company recorded
accretion of $354,056 to increase the carrying value to the redemption value of
$1,000,000.


                                    Page 11

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  JUNE 30, 2000

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and related notes thereto included elsewhere in this
Quarterly Report on Form 10-Q, as well as the Company's audited consolidated
financial statements for the year ended December 31, 1999.

         The Company's financial condition and results of operations have
changed considerably since the Company's inception in April 1996, as a result of
the Company's acquisition strategy. The Company has completed seven acquisitions
since its inception through the end of December 31, 1998, all of which were
accounted for under the purchase method of accounting. The Company completed no
acquisitions during the year ended December 31, 1999 and for the six months
ended June 30, 2000.

         This Quarterly Report on Form 10-Q contains forward-looking statements
which involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed under "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Additional Factors That May Affect Future
Results."

REVENUE

         The Company's consolidated total revenue is comprised of two
components: (i) revenue derived from the sale and installation of hardware and
software (Systems Revenue) and (ii) revenue derived from the sale of services
and supplies (Service Revenue).

         Total revenue for the quarter ended June 30, 2000 was $6,319,000 and
represents a decrease of 35% from the Company's total revenue of $9,651,000 for
the quarter ended June 30, 1999. The decrease in revenue from the quarter ended
June 30, 2000 to the quarter ended June 30, 1999 was attributable to the
previously announced sale of the Smyth Imager division in November 1999 that
sold software and hardware to golf courses and resorts accounting for $1,555,000
of the decrease. The remaining decrease in revenue is attributable to a slowdown
in franchise hospitality revenue when compared to the prior year quarter ended
June 30, 1999. The Company expects this to continue for the foreseeable future.

         Total revenue for the six months ended June 30, 2000 was $12,463,000, a
30% decrease over the comparable six months ended June 30, 1999. The decrease in
revenue was attributable to the previously announced sale of the Smyth Imager
division accounting for $3,076,000 of the decrease. The remaining difference in
revenue is attributable to a slowdown in systems revenue in the grocery and
franchise hospitality markets. The Company has experienced a reduction this year
in the number of sales when compared to 1999, now that the urgency for buying
new systems generated by Y2K has passed.

         Total revenue for the quarter ended June 30, 2000 was comprised of 67%
Systems Revenue and 33% Service Revenue, as compared to a revenue composition of
72% Systems Revenue and 28% Service Revenue for the quarter ended June 30, 1999.
Total revenue for the six months ended June 30, 2000 was comprised of 67%
Systems Revenue and 33% Service Revenue, as compared to a revenue composition of
70% Systems Revenue and 30% Service Revenue for the six months ended June 30,
1999. The mix of revenue change from 1999 to 2000 for both the three- and
six-month periods was primarily due to product mix due to the sale of the Smyth
Imager division.

                                    Page 12
<PAGE>

         No customer accounted for more than 10% of total revenue for the three-
and six-month periods ended June 30, 2000 and 1999. Aggregate sales of products
from the Company's three principal hardware vendors, Panasonic, ERC Parts, Inc.
(ERC), a distributor of Panasonic products, and NCR Corporation (NCR), accounted
for approximately 38% and 29% of total revenue for the three- and six-month
periods ended June 30, 2000, and approximately 31% of total revenue for both the
three- and six-month periods ended June 30, 1999. The Company's supply
agreements with these manufacturers are non-exclusive, have geographic
limitations and may have renewable one-year terms depending upon the Company's
achievement of a previously-agreed-to procurement quota. Geographical
limitations exist as a result of the assignment of sales territories that define
the municipalities and states where the Company's subsidiaries can sell a
manufacture's hardware or software. The actual sales territories for each
manufacturer are subsidiary-specific and some subsidiaries may not have
permission to sell hardware or software of certain manufactures in certain
regions or territories of the country. A change in the Company's or its
subsidiaries' relationship with these principal vendors could have a material
adverse effect on the Company's business, financial condition, results of
operations and cash flows.

GROSS MARGIN

         Gross margin decreased to $838,000 for the three months ended June 30,
2000, from $2,856,000 for the three months ended June 30, 1999. As a percentage
of sales, gross margin for the quarter ended June 30, 2000 was 13% and was
comprised of gross margin for Systems Revenue of 7% and gross margin for Service
Revenue of 25%. Gross margin for the quarter ended June 30, 1999 was 30% and was
comprised of gross margin for Systems Revenue of 31% and gross margin for
Service Revenue of 25%. The decrease in systems and service gross margin is
primarily attributable to decreased revenue available to cover fixed labor and
overhead that are components of cost of sales. Based on a complete physical
observation at each of its subsidiaries and due to lower than planned level of
sales, the Company determined that it had excess replacement parts inventory as
of June 30, 2000 and therefore took the appropriate write-down. In the second
quarter the Company wrote off approximately $200,000 in slow-moving parts and
recorded an additional provision of $100,000.

         Gross margin decreased $3,160,000 for the six months ended June 30,
2000, from $5,088,000 for the six months ended June 30, 1999. As a percentage of
sales, gross margin for the six months ended June 30, 2000 was 15% and was
comprised of gross margin for Systems Revenue of 11% and gross margin for
Service Revenue of 24%. Gross margin for the six months ended June 30, 1999 was
29% and was comprised of gross margin for Systems Revenue of 30% and Service
Revenue of 26%. As a percentage of revenue, the decrease in Systems Revenue
gross margin is attributable to decreased revenue available to cover fixed labor
and overhead. As a percentage of revenue, the decrease in Service Revenue gross
margin is primarily attributable to lower billable support charges compared to
the prior year that have a higher gross margin as compared to fixed fee service
maintenance contracts. Based on significant losses experienced in the first half
of the year, management is in the process of implementing a reduction in
workforce and considering a plan to sell and close unprofitable locations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Total selling, general and administrative expenses in the second
quarter of $2,231,000 decreased by $261,000 from the comparable prior-year
period and represented 35% of total revenue, versus 26% of total revenue in the
comparable prior year period. The decrease in expenses in absolute dollars
between years was primarily attributable to the sale of the Imager division
offset by increase in selling costs due to increase in sales staff at the
Southern California location. The increase in selling, general and
administrative expenses as a percentage of revenue during the quarter ended June
30, 2000, compared to the comparable prior year quarter is primarily due to
lower revenues in the first quarter of 2000.

         Total selling, general and administrative expenses for the six months
ended June 30, 2000 of $4,410,000 decreased by $494,000 from the comparable
prior-year period and represented 35% of total revenue, versus 28% of total
revenue in the comparable prior year six month period. The decrease in expenses
in absolute dollars between years was primarily attributable to the sale of the
Imager division offset by increase in selling costs due to increase in sales
staff at the Southern California location. The increase in selling, general and
administrative expenses as a percentage of revenue during the quarter ended June
30, 2000, compared to the comparable prior year quarter is primarily due to
lower revenues in the first six months of 2000.

                                    Page 13
<PAGE>

RESEARCH AND DEVELOPMENT COSTS

         Research and development costs were zero during the three- and six
month periods ended June 30, 2000 compared to $202,000 and $404,000 incurred
during the three- and six-month periods ended June 30, 1999. The decrease is due
to the sale of the Imager division which costs in 1999 were attributable to
software development costs to develop and design point-of-sale licensed software
to run on the latest operating systems specifically targeted for the golf course
and resort markets. The Company's policy is to expense such costs until
technological feasibility is established. During the three- and six month
periods ended June 30, 1999, the Company recorded $34,000 and $70,000 of
amortization of capitalized software costs.

OTHER EXPENSE (INCOME)

         The Company earned interest income of $17,000 and $25,000 for the
three- and six-month periods ended June 30, 2000 compared to zero and $17,000
for the three- and six-month periods ended June 30, 1999. Interest income
primarily related to finance charges earned on delinquent accounts offset by
customer payment discounts. The Company recognized interest expense of $119,000
and $258,000 for the three-and six-month periods ended June 30, 1999 compared to
$114,000 and $247,000 for the three- and six-month periods ended June 30, 1999.
Interest expense in both years consisted primarily of interest on outstanding
balances on the Company's lines of credit and amortization of debt issuance
costs. The increase was a direct result of increased average borrowings under
the existing credit facilities and an increase in the prime rate over the prior
year.

INCOME TAX PROVISION

         The Company recorded a slight income tax provision for the three- and
six-month periods ended June 30, 2000 and 1999, respectively. Income tax expense
in both years consisted solely of state taxes as the Company had a taxable loss
for federal income tax purposes.

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS

         The Company's net loss applicable to common stockholders for the
quarter ended June 30, 2000 was $1,533,000, consisting of the Company's net loss
of $1,500,000 and cumulative dividends on preferred stock of $33,000. The
Company's loss applicable to common stockholders for the six months ended June
30, 2000, was $3,141,000, consisting of the Company's net loss for the six month
period of $2,720,000, accretion of $354,000 to increase the Series C Convertible
Preferred Stock issued on January 12, 2000 to its redemption value of $100 per
share and cumulative preferred dividends of $67,000.

         The Company's net loss applicable to common stockholders for the
quarter ended June 30, 1999 was $20,000, consisting of the Company's net income
of $45,000, accretion of $52,000 to increase the Series B Preferred Stock to its
liquidation value and cumulative dividends on the Preferred Stock of $13,000.
The Company's net loss applicable to common stockholders for the six months
ended June 30, 1999, was $518,000, consisting of the Company's net loss for the
six month period of $453,000, accretion of $52,000 to increase the Series B
Preferred Stock to its liquidation value and cumulative dividends on the Series
B Preferred Stock of $13,000.


LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

         The Company had cash and cash equivalents of $197,000 at June 30, 2000.
During the six months ended June 30, 2000, the Company generated $54,000 of cash
from operations; utilized $51,000 for the purchase of property and equipment and
generated $20,000 from other investing activities; and utilized $158,000 from
financing activities, which primarily related to net repayments under the
Company's line of credit facilities redemption of $300,000 of its Series B
Preferred Stock, the issuance of 500,000 shares of Series C Convertible
Preferred Stock for $920,000, net of issuance costs, payment of dividends of
$56,000 and repayments under various debt agreements. During the six months
ended June 30, 1999, the Company utilized $139,000 of cash in operations; used
$10,000 for the final installment for the acquisition of QBM, utilized $57,000
for the purchase of property and equipment and generated $57,000 from other
investing activities; and generated $788,000 from financing activities, which
primarily related to net borrowings under the Company's line of credit
facilities, issuance of Series B Preferred Stock and repayments under various
debt agreements.

                                    Page 14
<PAGE>

         On December 17, 1997, the Company obtained a line of credit which
provides for aggregate borrowings up to $5,000,000 computed based on eligible
accounts receivable and inventories; bears interest at the bank's prime rate
plus 1.75%; matures on December 31, 2000; and is collateralized by the Company's
eligible accounts receivable and inventories. Ineligible accounts receivable
includes any customer invoice that is ninety-days past due or any customer
account where 25% or more of the amount due is ninety-days delinquent. Pursuant
to the terms of the line of credit, the Company is subject to covenants which,
among other things, impose certain financial reporting obligations on the
Company and prohibit the Company from engaging in certain transactions prior to
obtaining the written consent of the lender. The Company had outstanding
borrowings of $2,676,000 and $3,576,000 bearing interest at 11.25% and 9.50% at
June 30, 2000 and 1999, respectively. As of June 30, 2000, the Company was in
compliance with the covenants under the credit facility.

         On April 15, 1999, the Company issued 500,000 shares of Series B
Preferred Stock (the Series B) for $500,000 to an accredited investor. The
holder of shares of Series B shall be entitled to receive semi-annually,
commencing January 15, 2000 and each July 15 and January 15, thereafter,
cumulative dividends, at the rate of twelve (12%) per annum of the original
issue price of the Series B. The Series B is not convertible, has no voting
rights, has a liquidation preference of $1.00 per share plus unpaid dividends
and is redeemable at the option of the Company at any time. The purchaser of the
Series B received warrants to purchase 150,000 shares of the Company's common
stock concurrently with the $500,000 investment. These warrants were valued by
the Company at $53,000 using a Black-Scholes option pricing model and are
exercisable at $1.00 per share and were charged against the carrying value of
the Series B. In the event the Company has not redeemed the Company's Series B
by December 31, 1999, an amount equal to $0.05 per month shall reduce the
exercise price of the warrant for each month that any of the Series B remains
outstanding. The Company recorded accretion of $53,000 to increase the carrying
value to the liquidation value of $1.00 per share. As of June 30, 2000, the
Company has redeemed $400,000 of the Series B shares. The Company recorded
cumulative preferred dividends of $7,000 for the period ended June 30, 2000. The
exercise price of the warrants to purchase 150,000 shares of the Company's
common stock has been reduced to $0.70 per share as of June 30, 2000.

          On January 12, 2000, the Company and Berthel SBIC, LLC (Berthel)
entered into an Investment Agreement whereby the Company issued 500,000 shares
of its Series C Convertible Preferred Stock (the Series C) and a warrant to
purchase 425,000 shares of its common stock for $920,000, net of offering costs.
The warrant has an exercise price per share of $0.01 and is exercisable until
January 12, 2005. In connection with the purchase price by Berthel, the Company
and the Chairman of the Board, Larry Cohen agreed that either: (i) not later
than the close of business on June 1, 2000, Larry Cohen will surrender, without
exercise, options held by him for the acquisition of 1,330,000 shares of common
stock of the Company, at which time the Company will cancel the options, or (ii)
such options shall expire by their terms not later than the close of business on
June 1, 2000, unexercised.

          Upon certain circumstances, Berthel may put the Company the warrant or
shares underlying the warrant and shares of common stock resulting from the
conversion of all or part of the Series C Preferred Stock. The Company will pay
Berthel a put price equal to the fair market value of the Company, multiplied by
a fraction, the numerator of which is the total of (i) the number of warrant
shares tendered by Berthel, (ii) the number of shares of common stock for which
the portion of the warrant tendered by Berthel remains exercisable, (iii) the
number of conversion shares tendered by Berthel and (iv) the number of shares of
common stock for which the Series C Preferred Stock tendered by Berthel remain
convertible; and the denominator of which is the total of (x) the total shares
of outstanding common stock of the Company, (y) the number of shares of common
stock for which the warrant remains exercisable, and (z) the number of
conversion shares for which all shares of Series C Preferred Stock held by
Berthel remain convertible. Berthel may exercise it rights to this put at any
time after the fifth anniversary of the closing date and prior to the close of
business on the seventh anniversary of the closing date unless certain events as
defined occur earlier. In addition, at any time after the closing date, the
investor may demand registration of its shares of common stock on Form S-2 or
S-3 or any similar short form registration. In accordance with Emerging Issues
Task Force (EITF) Issue No. 00-7, unless the underlying preferred stock
agreement is modified by December 31, 2000, the fair value of the Series C
Preferred Stock will be recorded as a liability with changes in its fair value
recognized in earnings.

                                    Page 15
<PAGE>

         The holder of the Series C Preferred Shares are entitled to receive
cumulative cash dividends at the rate of $0.24 per year per share, payable
quarterly no later than the last business day of each March, June, September and
December. The Company recorded cumulative dividends of $60,000 as of June 30,
2000. The purchaser received warrants to purchase 425,000 shares of common
stock. This warrant was valued by the Company at $216,750 using a Black-Scholes
option pricing model. The Series C Preferred Stock was recorded at fair value on
the date of issuance less issuance costs. The Company recorded accretion of
$354,056 to increase the carrying value to the redemption value of $1,000,000.

          The Company believes that the additional capital infusion along with
its availability on the Company's current asset based line of credit will be
sufficient to meet its working capital requirements until December 31, 2000. At
June 30, 2000, approximately $500,000 of eligible collateral was available for
the Company to borrow under the credit facilities. However, if the Company is
unable to achieve profitability in the foreseeable future additional financing
will be required to meet current working capital requirements. Moreover, the
Company may be limited in its ability to grow internally without additional
working capital. The Company has obtained financing with its latest offering of
the Series C Preferred Stock. However, there can be no assurance that the
Company will be able to successfully obtain financing or that such financing
will be available on terms the Company deems acceptable. The Company's long-term
success is dependent upon its ability to obtain necessary financing, the
successful execution of management's growth strategy and the achievement of
sustained profitable operations.

LEGAL PROCEEDINGS

         The Company's exposure to litigation claims is discussed in Item 1.
Legal Proceedings and Commitments and Contingencies, Notes to the consolidated
financial statements.

         On or about August 7, 1997, a class action complaint was filed against
the Company and certain of the Company's officers and directors. Underwriters
for the Company's initial public offering were also named as defendants. The
class action plaintiffs are Lincoln Adair, Antique Prints, Ltd., and Martha
Seamons, on behalf of themselves and all others similarly situated. In addition
to seeking to have themselves declared proper plaintiffs and having the case
certified as a class action, plaintiffs were seeking unspecified monetary
damages. The plaintiffs' complaint alleged claims under the federal securities
laws for alleged misrepresentations and omissions in connection with sales of
the Company's securities. On December 23, 1997, the Company filed a motion to
dismiss the complaint, and on May 14, 1998, the court denied the Company's
request. On May 3, 1999, the Company and the plaintiffs agreed to settle the
class action complaint against the Company and a stipulation has been filed with
the United States District Court, Southern District of New York (the Court). The
Company has insurance that will cover the claim except for a deductible of
$250,000 less attorney fees. To date, the Company has spent approximately
$150,000 on legal fees and has made an accrual of $100,000 in the accompanying
consolidated balance sheet at December 31, 1999. Currently, the settlement money
from the insurance company is in a trust fund. Final disposition of funds to the
plaintiffs will occur when the Company pays the money owed as agreed to per the
settlement. As of June 30, 2000, the Company has paid $75,000.


FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS

         The Company's business can be subject to seasonal influences. The POS
dealers and systems integrators which the Company has acquired to date have
typically had lower revenues in the quarters ending March 31 and December 31;
however, the Company's quarterly operating results are affected by a number of
other factors, many of which are beyond the Company's control. A substantial
portion of the Company's backlog is typically scheduled for delivery within 90
days. Delivery dates for products sold by the Company are subject to change due
to customers changing the required installation date of a retail automation
solution system. The changing of such delivery dates is beyond the Company's
control primarily due to lower level of new store openings by customers caused
by inclement weather, contractor delays, financing concerns and/or holidays.

                                    Page 16
<PAGE>

Quarterly sales and operating results, therefore, depend in large part on
customer-driven delivery dates, which are subject to change. In addition, a
significant portion of the Company's operating expenses is relatively fixed in
nature and planned expenditures are based in part on anticipated orders. Any
inability to adjust spending quickly enough to compensate for any revenue
shortfall may magnify the adverse impact of such revenue shortfall on the
Company's business, results of operations, financial condition and cash flows.
The Company believes that due to these factors, quarterly results may fluctuate
accordingly; therefore, there can be no assurance that results in a specific
quarter are indicative of future results.

         In addition, quarterly results in the future may be materially affected
by the timing and magnitude of acquisitions and costs related to such
acquisitions, the timing and extent of staffing additions at corporate
headquarters necessary to integrate acquired companies and support future growth
and general economic conditions. Therefore, due to these factors and the factors
stated above, results for any quarter are not necessarily indicative of the
results that the Company may achieve for any subsequent quarter or for a full
year.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

         THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE BASED
ON CURRENT EXPECTATIONS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. IN
ADDITION, THE COMPANY MAY FROM TIME TO TIME MAKE ORAL FORWARD-LOOKING
STATEMENTS. FACTORS THAT MAY MATERIALLY AFFECT REVENUES, EXPENSES AND OPERATING
RESULTS INCLUDE, WITHOUT LIMITATION, THE SUCCESS OF THE COMPANY'S OPERATING
SUBSIDIARIES; THE IMPACT OF THE COMPANY'S ACQUISITION STRATEGY AND THE COMPANY'S
ABILITY TO SUCCESSFULLY INTEGRATE AND MANAGE THE ACQUIRED SUBSIDIARIES; THE
ABILITY OF THE COMPANY TO OBTAIN FUTURE FINANCING ON ACCEPTABLE TERMS; AND
SUBSEQUENT CHANGES IN BUSINESS STRATEGY OR PLAN.

         LIMITED OPERATING HISTORY. The Company was founded in April 1996. In
the three full years that the Company has operated, the Company has incurred
losses. The ability of the Company to become profitable will be dependent on the
Company's ability to grow faster than the historical performance and to improve
on the historical pretax profits of the acquired dealers. There can be no
assurance that the Company will be able to implement successfully its strategic
plan, to generate sufficient revenue to meet its expenses or to achieve or
sustain profitability. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."


         CONSIDERATION FOR ACQUIRED COMPANIES EXCEEDS ASSET VALUE. Valuations of
the companies acquired by the Company have not been undertaken based on
independent appraisals, but have been determined through arm's-length
negotiations between the Company and representatives of such companies. The
consideration for each such company has been based primarily on the judgment of
management as to the value of such company as a going concern and not on the
book value of the acquired assets. Valuations of these companies determined
solely by appraisals of the acquired assets may have been less than the
consideration paid for the companies. No assurance can be given that the future
performance of such companies will be commensurate with the consideration paid.
Specifically, during the fourth quarter of 1997, the Company recorded a goodwill
write-down for approximately $1,871,000, which consisted of $1,442,000 related
to Smyth Systems, $419,000 related to CRI and $10,000 related to its other
subsidiaries. See "GOODWILL WRITE-DOWN IN MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS." No assurance can be given that
the facts and circumstances surrounding the write-down will not occur in the
future. Moreover, the Company has incurred and expects to incur significant
amortization charges resulting from consideration paid in excess of the book
value of the assets of the companies acquired and companies which may be
acquired in the future.

         SUBSTANTIAL COMPETITION. The POS industry is highly fragmented and
competitive. Competitive factors within the industry include product prices,
quality of products, service levels, and reputation and geographical location of
dealers. The Company primarily competes with independent POS dealers and some of
these dealers may have greater financial resources available to them than does
the Company. In addition, there are original equipment manufacturers of POS
equipment that compete in certain product areas. The Company's ability to make
acquisitions will also be subject to competition. The Company believes that,
during the next few years, POS dealers may seek growth through consolidation
with entities other than the Company. In addition, no assurance can be given
that the major manufacturers will not choose to effect or expand the
distribution of their products through their own wholesale organizations or
effect distribution directly to many of the retail accounts of the Company in
the markets served by the Company or to open territories permitting free
accessibility for any dealer who may have greater financial resources than the
Company. Any of these developments could have a material adverse effect on the
Company's business, results of operations, financial condition and cash flows.

                                    Page 17
<PAGE>

         SUBSTANTIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS. The Company may
experience substantial fluctuations in its annual and quarterly operating
results in future periods. The Company's operating results are affected by a
number of factors, many of which are beyond the Company's control. A substantial
portion of the Company's backlog is typically scheduled for delivery within 90
days. Delivery dates for products sold by the Company are subject to change due
to customers changing the required installation date of an automation retail
solution system. The changing of such delivery dates is beyond the Company's
control. Quarterly sales and operating results therefore depend in large part on
customer-driven delivery dates, which are subject to change. In addition, a
significant portion of the Company's operating expenses is relatively fixed in
nature and planned expenditures are based in part on anticipated orders. Any
inability to adjust spending quickly enough to compensate for any revenue
shortfall may magnify the adverse impact of such revenue shortfall on the
Company's results of operations.

         DEPENDENCE ON MANUFACTURERS. A substantial portion of the Company's
total revenue is and will be derived from the sale of POS systems, ECRs and
related equipment, none of which are manufactured by the Company. The Company's
business is dependent upon close relationships with manufacturers of POS
equipment and the Company's ability to purchase equipment in the quantities
necessary and upon competitive terms so that it will be able to meet the needs
of its end user customers. For the quarter and six months ended June 30, 2000,
the Company purchased its hardware principally from three main vendors,
Panasonic, ERC, a distributor of Panasonic products, and NCR. Sales of
Panasonic, ERC and NCR products accounted for approximately 29% of net revenue
for the period ended June 30, 2000. During 1999, the Company experienced some
delivery delays from manufacturers due to cash flows. In particular, the Company
had its credit line with several manufacturers reduced or suspended until such
time the Company became current. The Company believes it is current with its
suppliers and has had some credit lines increased or reinstated; however, there
can be no assurances that these credit lines will not be suspended or cancelled
in the future should the Company fail to meet its payment commitments. There can
be no assurance that the relationships with these manufacturers will continue or
that the Company's supply requirements can be met in the future. The Company's
inability to obtain equipment, parts or supplies on competitive terms from its
major manufacturers could have a material adverse effect on the Company's
business, results of operations, financial condition and cash flows.

         FIXED FEE CONTRACTS. Many of the Company's service contracts are fixed
fee contracts pursuant to which the customer pays a specified fee for the
Company's performance of all necessary maintenance and remedial services during
the contract's term. Under these agreements, the Company is responsible for all
costs incurred in maintaining and repairing the equipment, including the cost of
replacement parts, regardless of actual costs incurred. The Company may also be
required to carry an inventory of backup equipment and replacement parts and the
Company's inability sustain sufficient inventory due to cash flows may impact
the Company's future revenue. Accordingly, the Company can incur losses from
fixed fee contracts if the actual cost of maintaining or repairing the equipment
exceeds the costs estimated by the Company or the loss of maintenance revenue
due to the Company's inability to maintain backup and replacement parts
inventory.

         POTENTIAL INABILITY TO MARKET NEWLY DEVELOPED PRODUCTS. The technology
of POS systems, ECRs, VARs and related equipment is subject to technological
changes mainly related to software. There can be no assurance that the Company's
existing manufacturers will be able to supply competitive new products or
achieve technological advances necessary to remain competitive in the industry.
Further, there can be no assurance that the Company will be able to obtain the
necessary authorizations from manufacturers to market any newly developed
equipment or software.

         RELIANCE ON KEY PERSONNEL. The Company has, in the past relied on the
expertise of the senior management of the dealers acquired. Some of this
management is no longer actively involved with the Company. The Company has
promoted the former President of ARS as its Chief Operating Officer. In June
2000, the Company appointed a new Chief Executive Officer and Chief Financial
Officer. In addition, the Company has restructured its operations and has made
appointments accordingly. The Company is highly dependent on the expertise of
these few individuals to execute the Company's strategy. In addition,
competition for highly qualified, computer and systems personnel is intense, and
the loss of any executive officer or other key employee, or the failure to
attract and retain other skilled employees, could have a material adverse effect
upon the Company's business, results of operations or financial condition.

                                    Page 18
<PAGE>

         VOLATILITY OF STOCK PRICE. The stock market from time to time
experiences significant price and volume fluctuations that are unrelated to the
operating performance of the particular companies. These broad market
fluctuations may materially adversely affect the market price of the Company's
common stock. In addition, the market price of the Company's common stock has
been and may continue to be highly volatile. Factors such as possible
fluctuations in the Company's business, results of operations or financial
condition, failure of the Company to meet expectations of security analysts and
investors, announcements of new acquisitions, the timing and size of
acquisitions, the loss of suppliers or customers, the announcement of new or
terminated supply agreements by the Company or its competitors, changes in
regulations governing the Company's operations or its suppliers, the loss of the
services of a member of senior management, litigation and changes in general
market conditions all could have a material adverse affect on the market price
of the Company's common stock.

         RISKS OF LOW-PRICED SECURITIES. The Company was delisted from Nasdaq
SmallCap Market on August 3, 1999. The Company's stock currently trades in the
over-the-counter market on the OTC Bulletin Board. As a result, unless the
Company has average revenues of $6,000,000 for the last three years or net
tangible assets of at least $2,000,000 at the end of the fiscal year, the
Company's common stock would be covered by a Securities and Exchange Commission
rule that imposes additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5 million or
individuals with net worth in excess of $1 million or annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Consequently, since quoted price fell below $5.00 per share, the
rule affects the ability of broker-dealers to sell the Company's securities and
also affects the ability of shareholders to sell their shares in the secondary
market. As of February 29, 2000, the closing price of the common stock was
$0.625.

         INDEMNIFICATION AND LIMITATION OF LIABILITY. The Company's Certificate
of Incorporation (the "Certificate') and Bylaws include provisions that
eliminate the directors' personal liability for monetary damages to the fullest
extent possible under Delaware Law or other applicable law (the "Director
Liability Provision"). The Director Liability Provision eliminates the liability
of directors to the Company and its stockholders for monetary damages arising
out of any violation by a director of his fiduciary duty of due care. Under
Delaware Law, however, the Director Liability Provision does not eliminate the
personal liability of a director for (i) breach of the director's duty of
loyalty, (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law, (iii) payment of dividends or
repurchases or redemptions of stock other than from lawfully available funds, or
(iv) any transaction from which the director derived an improper benefit. The
Director Liability Provision also does not affect a director's liability under
the federal securities laws or the recovery of damages by third parties.

         RESTRICTIONS ON THE COMPANY'S ABILITY TO ENTER INTO CERTAIN
TRANSACTIONS. On December 17, 1997, the Company obtained a new line of credit.
Pursuant to the terms of the Company's line of credit, the Company is prohibited
for engaging in certain transactions without first obtaining the written consent
of the lender. Such transactions include, but are not limited to: (i) acquiring
or sell any assets over $50,000; (ii) selling or transferring any collateral
under the line credit, except for sale of items in the Company's finished
inventory in the ordinary course of business; (iii) selling of inventory on a
sale-or-return, guaranteed sale, consignment, or other contingent basis; (iv)
any other transaction outside the ordinary course of business. No assurance can
be given that these restrictions will not impact the Company's ability to
conduct business in the future. It does not however prohibit or restrict the
Company from acquiring other companies (including acquisitions for amounts
greater than $50,000) pursuant to its acquisition strategy.

                                    Page 19

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's financial instruments include cash and cash equivalents,
accounts receivable and accounts payable. At June 30, 2000, the carrying values
of the Company's financial instruments approximated fair values based on current
market prices and rates. Because of their short duration, changes in market
interest rates would not have a material effect on fair value.

         It is our policy not to enter into derivative financial instruments. We
do not currently have any significant foreign currency exposure as we do not
transact business in foreign currencies. As such, we do not have significant
currency exposure at June 30, 2000.


                                    Page 20

<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On or about August 7, 1997, a class action complaint was filed against
the Company and certain of the Company's officers and directors. Underwriters
for the Company's initial public offering were also named as defendants. The
class action plaintiffs are Lincoln Adair, Antique Prints, Ltd., and Martha
Seamons, on behalf of themselves and all others similarly situated. In addition
to seeking to have themselves declared proper plaintiffs and having the case
certified as a class action, plaintiffs were seeking unspecified monetary
damages. The plaintiffs' complaint alleged claims under the federal securities
laws for alleged misrepresentations and omissions in connection with sales of
the Company's securities. On December 23, 1997, the Company filed a motion to
dismiss the complaint, and on May 14, 1998, the court denied the Company's
request. On May 3, 1999, the Company and the plaintiffs agreed to settle the
class action complaint against the Company and a stipulation has been filed with
the United States District Court, Southern District of New York (the Court). The
Company has insurance that will cover the claim except for a deductible of
$250,000 less attorney fees. To date, the Company has spent approximately
$150,000 on legal fees and has made an accrual of $100,000 in the accompanying
consolidated balance sheet at December 31, 1999. Currently, the settlement money
from the insurance company is in a trust fund. Final disposition of funds to the
plaintiffs will occur when the Company pays the money owed as agreed to per the
settlement. As of June 30, 2000, the Company has paid $75,000.


ITEM 5.  OTHER EVENTS

         On June 7, 2000, the Company announced the appointment of Mr. David
Kaye as President and Chief Executive Officer and Mr. William Kerechek as Chief
Financial Officer. Mr. Kaye replaces Mr. Michael Pollastro who was serving as
both interim Chief Executive Officer and Chief Operating Officer. Mr. Pollastro
will remain with the Company in the capacity of Executive Vice President and
Chief Operating Officer. Mr. Kaye was also appointed as a member of the Board of
Directors. Mr. Kerechek replaces Mr. Michael S. Shimada who resigned for
personal reasons.

         Mr. Kaye, most recently, was a consultant specializing in turn-around
situations and, during these past few months, had worked with the Company to
develop and implement its strategic plan. Prior to his consulting work, Mr. Kaye
was Founder and President of several companies. Mr. Kaye currently serves as a
Board Member for Registry Magic.

         Mr. Kaye attended both New York University and the University of Miami,
Coral Gables where he graduated with a Bachelor of Business Administration
degree.

         Mr. Kerechek, most recently was with the Tyson Seafood Division of
Tyson Foods, Inc. as Chief Financial Officer for eight years. Prior to that, Mr.
Kerechek was the Controller of the Louis Kemp Division of Oscar Meyer, Inc. for
six years. In total, Mr. Kerechek has over twenty-five years of accounting
experience in the food industry. Mr. Kerechek has a BS in Accounting from the
University of Illinois and he will be based out of Seattle, Washington.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)     Exhibits

                  11*      Calculation of Earnings per Share
                  27*      Financial Data Schedule

                  * Filed herewith.

          (b)     Reports on Form 8-K

                  During the three months ended June 30, 2000, the Company did
                  not file any Current Reports on Form 8-K.


                                    Page 21
<PAGE>



                                    SIGNATURE

      In accordance with the requirements 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)



August 21, 2000                     By: /s/ BILL KERECHEK
----------------                    --------------------------------------------
     Date                           Bill Kerechek
                                    Chief Financial Officer
                                    (Principal financial and accounting officer)



                                    Page 22