<PAGE>

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

                                    FORM 10-Q

(Mark One)

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

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

(   )    Transition report pursuant to Section 13 or 15(d) of the Exchange
         Act of 1934

         For the transition period from                    to
                                        ------------------    ------------------
                         Commission file number: 0-21633

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


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


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)

         5000 BIRCH STREET, SUITE 205, NEWPORT BEACH, CALIFORNIA, 92660
            (Former Name, Former Address and Former Fiscal Year, if
                           Changed Since Last Report)

      Check mark whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes    X     No
    -------     -------

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

      Common Stock, $.001 par value - 6,968,282 shares as of April 30, 2000
      Class A Redeemable Common Stock Purchase Warrants - 718,750 as of April
      30, 2000


                                     Page 1
<PAGE>

                         BRISTOL RETAIL SOLUTIONS, INC.

                                      Index


<TABLE>
<CAPTION>
<S>                                                                                                <C>
Part I    --- FINANCIAL INFORMATION                                                                Page

          Item 1.  Financial Statements (Unaudited)

             Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999                 3

             Consolidated Statements of Operations for the three months ended March
             31, 2000 and 1999                                                                      4

             Consolidated Statements of Cash Flows for the three months ended March
             31, 2000 and 1999                                                                      5

             Notes to Consolidated Financial Statements                                             6-9

          Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                                                     10-17

          Item 3.  Quantitative and Qualitative Disclosures About Market Risk                       17

Part II   --- OTHER INFORMATION

          Item 1.  Legal Proceedings                                                                18
          Item 6.  Exhibits and Reports on Form 8-K                                                 18

Signature                                                                                           19
</TABLE>


                                     Page 2
<PAGE>


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


<CAPTION>
                                               ASSETS                              March 31,     December 31,
                                                                                     2000           1999
                                                                                 (Unaudited)
                                                                                --------------  --------------
<S>                                                                             <C>             <C>
Current assets:
      Cash and cash equivalents                                                 $     393,383   $     332,959
      Accounts receivable, net of allowance for doubtful accounts of $309,421
        and $286,497 at March 31, 2000 and December 31, 1999                        4,081,476       5,378,202
      Inventories, net                                                              3,828,026       3,853,041
      Prepaid expenses and other current assets                                       408,568         395,767
      Current portion of note receivable                                               67,746          82,331
                                                                                --------------  --------------

           Total current assets                                                     8,779,199      10,042,300

Property and equipment, net                                                           547,927         596,781
Intangible assets, net of accumulated amortization of $876,622 and $808,790 at
         March 31, 2000 and December 31, 1999                                       4,204,378       4,272,210
Note receivable - noncurrent portion                                                  109,211         116,898
Other assets                                                                          182,910         192,611
                                                                                --------------  --------------

           Total assets                                                         $  13,823,625   $  15,220,800
                                                                                ==============  ==============

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Short-term borrowings                                                     $   2,854,211   $   3,351,434
      Accounts payable                                                              2,585,641       2,506,322
      Accrued salaries, wages and related benefits                                    322,989         643,761
      Accrued expenses                                                                369,510         587,322
      Deferred service revenue                                                      1,619,121       1,327,066
      Customer advances                                                               619,081         652,348
      Current portion of note payable to related party                                  6,297          15,577
      Current portion of long-term debt                                                41,365          10,293
      Current portion of capital lease obligations                                     43,233          44,205
                                                                                --------------  --------------

           Total current liabilities                                                8,461,448       9,138,328

Long term debt                                                                         31,674          66,667
Capital lease obligations - noncurrent portion                                         43,560          57,586
Other long-term liabilities                                                            67,557          67,557
Commitments and contingencies
Series C Convertible Preferred Stock, 4,000,000 shares authorized; 500,000
     shares issued and outstanding at March 31, 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 March 31, 2000 and 400,000 shares at December 31, 1999                  100,000         400,000
      Common stock, $.001 par value:
           20,000,000 shares authorized; 6,968,282 and 6,963,282 shares
           issued and outstanding at March 31, 2000 and December 31, 1999               6,968           6,968
      Additional paid-in capital                                                   13,475,972      13,259,222
      Accumulated deficit                                                          (9,338,929)     (7,750,903)
                                                                                --------------  --------------
                                                                                    4,244,011       5,915,287
      Less 5,000 shares of treasury stock, at cost                                    (24,625)        (24,625)
                                                                                --------------  --------------
           Total stockholders' equity                                               4,219,386       5,890,662
                                                                                --------------  --------------
           Total liabilities and stockholders' equity                           $  13,823,625   $  15,220,800
                                                                                ==============  ==============

See accompanying notes to consolidated financial statements.


                                               Page 3
</TABLE>
<PAGE>

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


<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                                     2000            1999
                                                                                --------------  --------------
<S>                                                                             <C>             <C>
Revenue:
            System sales and installation                                           4,014,187       5,183,770
            Service and supplies sales                                              2,129,824       2,925,546
                                                                                --------------  --------------

Net revenue                                                                         6,144,011       8,109,316
Cost of revenue:
            System sales and installation                                           3,337,899       3,433,533
            Service and supplies sales                                              1,612,921       2,139,696
                                                                                --------------  --------------

Total cost of revenue                                                               4,950,820       5,573,229
                                                                                --------------  --------------

Gross margin                                                                        1,193,191       2,536,087

Operating expenses:
            Selling, general and administrative expenses                            2,282,411       2,673,962
            Research and development costs                                                 --         235,322
                                                                                --------------  --------------

Total operating expenses                                                            2,282,411       2,909,284
                                                                                --------------  --------------

Operating loss                                                                     (1,089,220)       (373,197)

Other expense, net                                                                    130,772         124,618
                                                                                --------------  --------------

Loss before income taxes                                                           (1,219,992)       (497,815)
Provision for income tax                                                                   --              --
                                                                                --------------  --------------

Net loss and comprehensive net loss                                             $  (1,219,992)  $    (497,815)
                                                                                ==============  ==============

Net loss                                                                        $  (1,219,992)  $    (497,815)
Preferred stock accretion and dividends:
            Accretion related to Series C Convertible Preferred Stock                (334,056)             --
            Cumulative dividends for Preferred Stock                                  (33,978)             --
                                                                                --------------  --------------

Net loss applicable to common stockholders                                      $  (1,588,026)  $    (497,815)
                                                                                ==============  ==============

Basic and diluted net loss to common stockholders per share                     $       (0.23)  $       (0.07)
                                                                                ==============  ==============

Basic and diluted weighted average common shares outstanding                        6,963,282       6,915,519
                                                                                ==============  ==============


See accompanying notes to consolidated financial statements.


                                               Page 4
</TABLE>
<PAGE>


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

<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                                     2000            1999
                                                                                --------------  --------------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
     Net loss                                                                   $  (1,219,992)  $    (497,815)
     Adjustments to reconcile net loss to net cash used in operating
       activities:
       Depreciation                                                                    52,765          79,977
       Amortization                                                                   105,034         145,131
       Provision for doubtful accounts                                                 23,402              --

       Changes in operating assets and liabilities:
              Accounts receivable                                                   1,273,324       1,029,220
              Inventories                                                               4,900         252,595
              Prepaid expenses and other assets                                       (50,221)
              Accounts payable                                                         79,319         358,154
              Other accrued expenses                                                 (546,622)
              Deferred revenue                                                        292,055        (116,653)
              Customer advances                                                       (33,267)        483,413
              Other long-term liabilities                                                  --
                                                                                --------------  --------------

Net cash provided by (used in) operating activities                                   (19,303)      1,119,786

Cash flows from investing activities:
       Cash paid for final installment, acquisition                                        --         (10,000)
       Receivables from rescinded acquisition                                          15,000          56,807
       Purchases of property and equipment                                             (3,911)        (22,856)
                                                                                --------------  --------------

Net cash provided by investing activities                                              11,089          23,951

Cash flows from financing activities:
       Repayment of capital lease obligations                                         (14,998)        (14,865)
       Repayment of note payable to related party                                      (9,280)        (27,733)
       Net borrowings (repayments) on line of credit                                 (497,223)       (677,597)
       Repayment of long-term debt                                                     (3,921)         (4,849)
       Issuance of Series C Convertible Preferred Stock and warrants                1,000,000              --
       Preferred stock issuance costs                                                 (80,000)             --
       Redemption of preferred stock                                                 (300,000)             --
       Payment of cash dividends-preferred stock                                      (25,940)             --
                                                                                --------------  --------------

Net cash provided by (used in) financing activities                                    68,638        (725,044)

Net increase in cash and cash equivalents                                              60,424         418,693
Cash and cash equivalents at beginning of period                                      332,959         146,235
                                                                                --------------  --------------

Cash and cash equivalents at end of period                                      $     393,383   $     564,928
                                                                                ==============  ==============

Supplemental disclosures of cash flow information:
       Cash paid for interest                                                   $     126,251   $      96,105
                                                                                ==============  ==============

       Cash paid for income taxes                                               $          --   $       5,100
                                                                                ==============  ==============
Supplemental disclosures of non-cash transactions:
       Preferred stock accretion recorded to increase Series C
         Preferred Stock to redemption value                                    $     334,056   $          --
                                                                                ==============  ==============
See accompanying notes to consolidated financial statements.


                                               Page 5
</TABLE>
<PAGE>

                         BRISTOL RETAIL SOLUTIONS, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 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 March 31, 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 months
ended March 31, 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
conversion of outstanding preferred stock and preferred stock dividends on
Series C Convertible Preferred Stock. Common equivalent shares have not been
included where inclusion would be antidilutive.


                                     Page 6
<PAGE>

<TABLE>
<CAPTION>
   FOR THE QUARTER ENDED MARCH 31, 1999
                                                                     Loss            Shares       Per-Share
                                                                 (Numerator)     (Denominator)      Amount
                                                                --------------  --------------  --------------
   <S>                                                          <C>             <C>             <C>
   BASIC LOSS PER SHARE
   Loss applicable to common stockholders                       $    (497,815)      6,915,519   $       (0.07)
                                                                                                ==============
   Effect of Dilutive Securities                                           --              --
                                                                --------------  --------------

   DILUTED LOSS PER SHARE
   Loss applicable to common stockholders                       $    (497,815)      6,915,519   $       (0.07)
                                                                ==============  ==============  ==============

   FOR THE QUARTER ENDED MARCH 31, 2000

   BASIC LOSS PER SHARE
   Net loss                                                     $  (1,219,992)
   Accretion related to Series C Convertible Preferred Stock         (334,056)
   Cumulative dividends for Preferred Stock                           (33,978)
                                                                --------------
   Loss applicable to common stockholders                          (1,588,026)      6,963,282   $       (0.23)
                                                                                                ==============

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

   DILUTED LOSS PER SHARE
   Loss applicable to common stockholders                       $  (1,588,026)      6,963,282   $       (0.23)
                                                                ==============  ==============  ==============
</TABLE>


         At March 31, 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 and preferred stock
dividends, were antidilutive for the three months ended March 31, 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
March 31, 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.

RECLASSIFICATIONS

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


                                     Page 7
<PAGE>

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. No amounts have been paid as of March 31, 2000.

PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
         Property and equipment consists of the following:

                                                                                                 December 31,
                                                                                March 31, 2000       1999
                                                                                --------------  --------------
<S>                                                                             <C>             <C>

                  Furniture and equipment                                       $     720,615   $     742,599
                  Automobiles                                                         234,788         234,788
                  Leasehold improvements                                              107,066         107,066
                                                                                --------------  --------------
                                                                                    1,062,469       1,084,453
                  Less accumulated depreciation and amortization                     (514,542)       (487,672)
                                                                                --------------  --------------

                  Property and equipment, net                                   $     547,927   $     596,781
                                                                                ==============  ==============
</TABLE>


STOCKHOLDERS' EQUITY

     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'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 $52,500 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 $3,978 as of March 31, 2000.


                                     Page 8
<PAGE>

          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 the Investor, (ii) the number of shares of Common
          Stock for which the portion of the Warrant tendered by the Investor
          remains exercisable, (iii) the number of Conversion Shares tendered by
          the Investor and (iv) the number of shares of Common Stock for which
          the Series C Preferred Stock tendered by the Investor 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 the Investor 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 $30,000 as of March 31,
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
$334,056 to increase the carrying value to the redemption value of $1,000,000.


                                     Page 9
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 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. No acquisitions were
completed by the Company during the year ended December 31, 1999 and quarter
ended March 31, 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 March 31, 2000 was $6,144,000 and
represents a decrease of 24% from the Company's total revenue of $8,109,000 for
the quarter ended March 31, 1999. The decrease in revenue from the quarter ended
March 31, 2000 to the quarter ended March 31, 1999 was attributable to the
previously announced sale of the Smyth Imager division that sold software and
hardware to golf courses and resorts accounting for $1,521,000 of the decrease.
The remaining difference in revenue is attributable to a slowdown in systems
revenue in the Southern California grocery market. The Company has experienced a
reduction in the number of sales this year when compared to 1999, now that the
urgency for buying new systems generated by Y2K has passed.

         Total revenue for the quarter ended March 31, 2000 was comprised of 65%
Systems Revenue and 35% Service Revenue, as compared to a revenue composition of
64% Systems Revenue and 36% Service Revenue for the quarter ended March 31,
1999.

         No customer accounted for more than 10% of total revenue for the
quarter ended March 31, 2000 and 1999. 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 20% of total revenue for the quarter ended March 31, 2000, and
approximately 32% of total revenue for the quarter ended March 31, 1999. The
Company has supply agreements with these manufacturers. The agreements 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 are 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 manufacturers in certain
regions or territories of the country. A change in the Company's or its


                                    Page 10
<PAGE>

subsidiaries relationships 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 $1,193,000 for the three months ended March
31, 2000, from $2,536,000 for the three months ended March 31, 1999. As a
percentage of sales, gross margin for the quarter ended March 31, 2000 was 19%
and was comprised of gross margin for Systems Revenue of 17% and gross margin
for Service Revenue of 24%. Gross margin for the quarter ended March 31, 1999
was 31% and was comprised of gross margin for Systems Revenue of 33% and gross
margin for Service Revenue of 27%. The decrease in systems and service gross
margin is primarily attributable to the sale of the Smyth Imager division that
had a higher gross margin on its software sales. In addition, decrease in
systems and service gross margin is attributable to decreased revenue available
to cover fixed labor and overhead which are components of cost of sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Total selling, general and administrative expenses in the first quarter
of 2000 of $2,282,000 decreased by $392,000 from the comparable prior-year
period and represented 37% of total revenue, versus 33% of total revenue in the
comparable prior year period. The decrease in expenses between years was
primarily attributable to the sale of the Imager division. The increase in
selling, general and administrative expenses as a percentage of revenue during
the quarter ended March 31, 2000, compared to the comparable prior year quarter
is primarily due to lower revenues in the first quarter of 2000.

RESEARCH AND DEVELOPMENT COSTS

         Research and development costs were zero and $235,000 during the
three-month periods ended March 31, 2000 and 1999, respectively. 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 quarter ended March 31,
1999, the Company recorded $34,000 of amortization of capitalized software
costs.

OTHER EXPENSE (INCOME)

         The Company earned interest income of $11,000 for the three-month
period ended March 31, 2000 compared to $10,000 for the quarter ended March 31,
1999. Interest income primarily related to finance charges earned on delinquent
accounts. The Company recognized interest expense of $139,000 for the
three-month period ended March 31, 2000 compared to $135,000 for the quarter
ended March 31, 1999. Interest expense in both years consisted primarily of
interest on outstanding balances on the Company's lines of credit and
amortization of debt issue 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 no income tax provision for the three-month
periods ended March 31, 2000 and March 31, 1999 as the Company had a taxable
loss for state and federal income tax purposes.


NET LOSS APPLICABLE TO COMMON STOCKHOLDERS

         The Company's loss applicable to common stockholders for the quarter
ended March 31, 2000, was $1,588,000, consisting of the Company's net loss for
the quarter of $1,220,000, accretion of $334,000 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 $34,000. The Company's


                                    Page 11
<PAGE>

loss applicable to common stockholders for the quarter ended March 31, 1999
consisted of the Company's net loss for the quarter of $498,000.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

         The Company had cash and cash equivalents of $393,000 at March 31,
2000. During the three months ended March 31, 2000, the Company utilized $19,000
of cash in operations; generated $11,000 from investing activities; and
generated $69,000 from financing activities, which consisted of the net impact
of borrowings and repayments under the Company's various debt agreements,
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 and payment of dividends of $26,000. During the three months ended March
31, 1999, the Company generated $1,120,000 of cash from operations; used $10,000
for the final installment for the acquisition of QBM and generated $34,000 from
other investing activities; and used $725,000 from financing activities, which
primarily related to net repayments under the Company's line of credit
facilities and various debt agreements.

         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 $2,854,000 and $2,553,000 bearing interest at 10.75% and 9.50% at
March 31, 2000 and 1999, respectively. As of March 31, 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'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 $53,000 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 $4,000 as of March 31, 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.

                                       12
<PAGE>

          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 the Investor, (ii) the number of shares of Common
          Stock for which the portion of the Warrant tendered by the Investor
          remains exercisable, (iii) the number of Conversion Shares tendered by
          the Investor and (iv) the number of shares of Common Stock for which
          the Series C Preferred Stock tendered by the Investor 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 the Investor 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 $30,000 as of March 31,
2000. The purchaser received warrants to purchase 425,000 shares of common
stock. These warrants were valued by the Company at $217,000 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 $334,000 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
March 31, 2000, approximately $500,000 of eligible collateral was available for
the Company to borrow under the credit facilities. However, the Company will
require additional financing in order to grow the business in the regions that
it operates and may incur additional costs and expenditures to expand
operational and financial systems and corporate management and administration.
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. No amounts have been paid as of March 31, 2000.

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


                                    Page 13
<PAGE>

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.
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 are 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."

         RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY. Since inception,
the Company acquired seven dealers. The Company's results of operations in
quarters immediately following these acquisitions have been materially adversely
effected as the Company integrated the acquired business into its existing
operations. In addition, historically, the acquired businesses have had
inconsistent profitability. If the Company is unable to integrate these
acquisitions successfully or to improve the profitability of these businesses,
this inability may have a material adverse effect on the Company's business,
results of operations, financial condition and cash flows.

         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


                                    Page 14
<PAGE>

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.

         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 are 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 ended March 31, 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 20% of net revenue for the quarter ended
March 31, 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


                                    Page 15
<PAGE>

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
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.

         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.


                                    Page 16
<PAGE>

         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.

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 March 31, 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 March 31, 2000.


                                    Page 17
<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. No amounts have been paid as of March 31, 2000.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)         4.14*    Certificate of Designation, Preferences and Rights
                              of Series C Convertible Preferred Stock
                     11*      Calculation of Earnings per Share
                     10.20*   Investment Agreement by and between Bristol Retail
                              Solutions, Inc. and Berthel SBIC, LLC. for 500,000
                              shares of Series C Convertible Preferred Stock.
                     27*      Financial Data Schedule

               *     Filed herewith.

         (b)   Reports on Form 8-K
                     During the three months ended March 31, 2000, the Company
                     has not filed a Current Report on Form 8-K.


                                    Page 18
<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)




       May 22, 2000              By: /s/ MICHAEL S. SHIMADA
--------------------------           -------------------------------------------
          Date                       Michael S. Shimada
                                     Vice President and Chief Financial Officer
                                    (Principal financial and accounting officer)


                                    Page 19