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                        SECURITES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-QSB/A

(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, 1999

(   )    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)

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


                                 (949) 475-0800
                (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 - 6,963,282 shares as of July 31, 1999
      Class A Redeemable Common Stock Purchase Warrants - 718,750 as of
        July 31, 1999

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

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AMENDMENT

      The amendment to the financial disclosures for the quarterly period ended
June 30, 1999 contained in this Form 10-QSB/A is a correction of an error. The
Company had issued 150,000 warrants to the purchaser of its Series B Preferred
Stock at a exercise price of $1.00 which contained a provision for the price to
be adjusted from time to time as set forth in the warrant agreement. This
adjustment was disclosed in three areas of the 10-QSB, STOCKHOLDERS' EQUITY,
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY AND ITEM 2. CHANGES IN SECURITIES
AND USE OF PROCEEDS. The following statement has been revised to reflect a $0.05
versus $0.5. per month adjustment. The sentence is revised as follows, "In the
event the Company's Series B has not been redeemed by the Company by December
31, 1999, the exercise price of the warrant shall be reduced by an amount equal
to $0.05 per month for each month that any of the Series B remains outstanding".

STOCKHOLDERS' EQUITY

         On April 1, 1999, the Company issued 47,763 shares of common stock to
its employees under the 1997 Employee Stock Purchase Plan.

         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's Series B has not been redeemed by the
Company by December 31, 1999, the exercise price of the warrant shall be reduced
by an amount equal to $0.05 per month for each month that any of the Series B
remains outstanding. The Company recorded accretion of $52,000 to increase the
carrying value to the liquidation value of $500,000. The Company also accrued
cumulative preferred dividends of $13,000 at June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

         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's Series B has not been redeemed by the
Company by December 31, 1999, the exercise price of the warrant shall be reduced
by an amount equal to $0.05 per month for each month that any of the Series B
remains outstanding. The Company recorded accretion of $52,000 to increase the
carrying value to the liquidation value of $500,000. The Company also accrued
cumulative preferred dividends of $13,000 at June 30, 1999.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (b)  The following is a summary of transactions by the Company during the
          three months ended June 30, 1999, involving sales or issuance of the
          Company's securities that were not registered under the Securities
          Act.

          (1)  On April 15, 1999, the Company issued 500,000 shares of Series B
               Preferred Stock for $500,000 to an accredited investor. The
               holder of Series B Preferred Stock 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 Preferred Stock. The Series B Preferred Stock is not
               convertible, has not 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 received 150,000
               warrants at an exercise price of $1.00. In the event the
               Company's Series B has not been redeemed by the Company by
               December 31, 1999, the exercise price of the warrant shall be
               reduced by an amount equal to $0.05 per month for each month that
               any of the Series B remains outstanding.

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                                    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 17, 1999               By: /s/ MICHAEL S. SHIMADA
--------------------------         ---------------------------------------------
          Date                     Michael S. Shimada
                                   Vice President and Chief Financial Officer
                                   (Principal financial and accounting officer)

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