<PAGE>

                                  UNITED STATES
                        SECURITES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                   FORM 10-QSB

(Mark One)

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

        FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

(   )   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 
      INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO).


5000 Birch Street, Suite 205, Newport Beach, California    92660
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)


                                 (714) 475-0800
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 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 - 5,556,746 shares as of April 30, 1998 Class
     A Redeemable Common Stock Purchase Warrants - 718,750 as of April 30, 1998

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


                                     Page 1
<PAGE>


                         BRISTOL RETAIL SOLUTIONS, INC.

                                      Index



Part I   --- FINANCIAL INFORMATION                                          Page

  Item 1.  Financial Statements (Unaudited)

      Consolidated Balance Sheet as of March 31, 1998                        3

      Consolidated Statements of Operations for the three months ended
      March 31, 1998 and 1997                                                4

      Consolidated Statements of Cash Flows for the three months ended
      March 31, 1998 and 1997                                                5

      Notes to Consolidated Financial Statements                            6-8

  Item 2.  Management's Discussion and Analysis of Financial Condition      9-15
      and Results of Operations

Part II  --- OTHER INFORMATION

 Item 1.  Legal Proceedings                                                 16
 Item 2.  Changes in Securities and Use of Proceeds                        16-17
 Item 6.  Exhibits and Reports on Form 8-K                                  18

Signature                                                                   19


                                     Page 2
<PAGE>


                         BRISTOL RETAIL SOLUTIONS, INC.
                           Consolidated Balance Sheet
                                   (Unaudited)
                                 March 31, 1998

                                     ASSETS


Current assets                                                              
     Cash and cash equivalents                                  $     1,327,807
     Accounts receivable, net of allowance for 
       doubtful accounts of $392,809                                  2,960,951
     Inventories                                                      3,171,255
     Prepaid expenses and other current assets                          381,973
     Current portion of note receivable                                 147,187
                                                                ----------------
         Total current assets                                         7,989,173
Property and equipment, at cost:
     Furniture and equipment                                            695,024
     Automobiles                                                        214,688
     Leasehold improvements                                             110,327
                                                                ----------------
                                                                      1,020,039
     Accumulated depreciation and amortization                         (304,714)
                                                                ----------------
         Property and equipment, net                                    715,325
Intangible assets, net of accumulated amortization 
  of $326,775                                                         4,099,990
Note receivable - noncurrent portion                                    259,271
Other assets                                                            867,798
                                                                ----------------
         Total assets                                           $    13,931,557
                                                                ================

            LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:                                             
     Short-term borrowings                                      $     2,122,805
     Accounts payable                                                 1,857,716
     Accounts payable to related party                                   32,778
     Accrued salaries, wages and related benefits                       789,411
     Accrued expenses                                                   360,125
     Deferred revenue                                                 1,576,297
     Customer advances                                                  462,082
     Current portion of long-term debt                                   36,275
     Current portion of capital lease obligations                        20,371
                                                                ----------------
         Total current liabilities                                    7,257,860
Capital lease obligations - noncurrent portion                            9,299
Other long-term liabilities                                              76,187
Commitments and contingencies
Stockholders' equity
     Preferred stock, $.001 par value:
         4,000,000 shares authorized;
         Series A Convertible Preferred Stock: 10,000 
         shares issued and outstanding (aggregate 
         liquidation preference  $1,000,000)                                 10
     Common stock, $.001 par value:
         20,000,000 shares authorized; 5,556,746 and 
         5,551,746 shares issued and outstanding                          5,557
     Additional paid-in capital                                      12,379,929
     Accumulated deficit                                             (5,772,660)
                                                                ----------------
                                                                      6,612,836
     Less 5,000 shares of treasury stock, at cost                       (24,625)
                                                                ----------------
         Total stockholders' equity                                   6,588,211
                                                                ----------------
         Total liabilities and stockholders' equity             $    13,931,557
                                                                ================

See accompanying notes to consolidated financial statements.


                                     Page 3
<PAGE>

<TABLE>

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

<CAPTION>



                                                            Three Months Ended March 31,
                                                              1998                1997
                                                         ---------------    ---------------

<S>                                                      <C>                <C>
Revenue:
      System sales and installation                      $    3,792,303     $    1,748,821
      Service and supplies sales                              2,469,593            911,477
                                                         ---------------    ---------------
Total revenue                                                 6,261,896          2,660,298
Cost of revenue:
      System sales and installation                           2,322,228          1,171,596
      Service and supplies sales                              1,739,654            689,335
                                                         ---------------    ---------------
Total cost of revenue                                         4,061,882          1,860,931
                                                         ---------------    ---------------
Gross margin                                                  2,200,014            799,367

Operating expenses:
      Selling, general and administrative expenses            2,427,702          1,284,821
      Research and development costs                            165,807                 --
                                                         ---------------    ---------------
Total operating expenses                                      2,593,509          1,284,821
                                                         ---------------    ---------------
Operating loss                                                 (393,495)          (485,454)

Other expense (income)                                           57,184            (51,518)
                                                         ---------------    ---------------
Loss before income taxes                                       (450,679)          (433,936)
Provision for income tax                                          2,500              1,050
                                                         ---------------    ---------------
Net loss                                                 $     (453,179)    $     (434,986)
                                                         ===============    ===============
Basic and diluted net loss per share                     $        (0.08)    $        (0.09)
                                                         ===============    ===============
Basic and diluted weighted average 
  common shares outstanding                                   5,551,654          4,745,654
                                                         ===============    ===============
</TABLE>





See accompanying notes to consolidated financial statements.


                                     Page 4
<PAGE>

<TABLE>


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

                                                              Three Months Ended March 31,
                                                                1998                 1997
                                                          ----------------    ----------------
<S>                                                       <C>                 <C>
Cash flows from operating activities:                
    Net loss                                              $    (453,179)      $      (434,986)
    Adjustments to reconcile net loss to net cash 
     used in operating activities:
      Depreciation                                               67,815                21,301
      Amortization                                              116,220                28,522
      Provision for doubtful accounts                            40,459                 9,162
      Provision for excess and obsolete inventories                  --                25,500
      Stock compensation expense                                     --                 8,021
      Changes in operating assets and liabilities:
           Accounts receivable                                  201,377                30,408
           Inventories                                          154,313               (82,350)
           Prepaid expenses and other assets                    (92,304)              (42,018)
           Accounts payable                                    (136,796)             (124,344)
           Other accrued expenses                              (232,357)              (54,401)
           Deferred revenue                                     (19,999)               64,144
           Customer advances                                     62,324               (13,082)
           Other long-term liabilities                            9,189                12,249
                                                        ----------------      ----------------
Net cash used in operating activities                          (282,938)             (551,874)

Cash flows from investing activities:
      Receivables from rescinded acquisition                     31,761                    --
      Purchases of property and equipment                       (27,690)              (13,359)
                                                        ----------------      ----------------
Net cash provided by (used in) investing activities               4,071               (13,359)

Cash flows from financing activities:
      Repayment of capital lease obligations                     (4,421)               (2,230)
      Net borrowings (repayments) on line of credit              62,664              (388,441)
      Repayment of long-term debt                               (17,835)                   --
      Issuance of preferred stock, net of offering costs        827,584                    --
      Issuance of common stock, net of offering costs            22,753                    --
                                                        ----------------      ----------------
Net cash provided by (used in) financing activities             890,745              (390,671)

Net increase (decrease) in cash and cash equivalents            611,878              (955,904)
Cash and cash equivalents at beginning of period                715,929             5,475,674
                                                        ----------------      ----------------
Cash and cash equivalents at end of period              $     1,327,807       $     4,519,770
                                                        ================      ================
Supplemental disclosures of cash flow information:
      Cash paid for interest                            $        89,815       $        12,734
                                                        ================      ================
      Cash paid for income taxes, net                   $         4,758       $        96,459
                                                        ================      ================
Non-cash financing activity:
      Warrants issued in connection with the sale of    
      preferred stock                                   $        69,500     $              --
                                                        ================      ================
</TABLE>

See accompanying notes to consolidated financial statements.


                                     Page 5
<PAGE>


                         BRISTOL RETAIL SOLUTIONS, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                                 March 31, 1998


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. From its
inception through March 31, 1998, the Company has acquired six companies. 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 maintenance agreements. Sales and
service operations are located in various states throughout the western and
midwestern United States.

        The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. 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 market 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 generally accepted accounting
principles for interim financial information and with instructions to Form
10-QSB and Item 310 of Regulation S-B. 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 generally accepted accounting principles
(GAAP) and, therefore, should be read in conjunction with the audited financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year.

OPERATIONS

        The Company anticipates that its current cash on hand, cash flow from
operations and additional financing available under its credit facilities will
be sufficient to meet the Company's liquidity requirements for its operations
through the end of 1998. During the first quarter, the Company issued 10,000
shares of Series A Convertible Preferred Stock, at an issue price of $100 per
share (see STOCKHOLDERS' EQUITY). However, the Company will require additional
financing in order to continue its acquisition strategy. The Company currently
intends to obtain additional financing through future issuances of debt or
equity securities during the remainder of 1998. 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 acquisition strategy and the achievement
of sustained profitable operations.

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, 1998 and 1997, 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

        In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share,
which is effective for financial statements for interim and annual periods
ending after December 15, 1997. SFAS No. 128 redefines earnings per share under
generally accepted accounting principles. SFAS No. 128 requires the Company to
report Basic EPS, as defined therein, which excludes all common share
equivalents from the earnings per share computation, and Diluted EPS, as defined
therein, which is calculated similar to the Company's primary earnings per share
computation. All historical earnings per share information has been restated as
required by SFAS No. 128.


                                     Page 6
<PAGE>


        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. Common equivalent
shares have not been included where inclusion would be antidilutive.

        At March 31, 1998 and 1997, basic and diluted loss per share is based on
the weighted average number of common shares outstanding and net loss available
to common stockholders. Common stock equivalents, which consist of stock options
and warrants, were antidilutive for the three months ended March 31, 1998 and
1997. Net loss available to common stockholders is computed as net loss plus
cumulative preferred stock dividends of $2,000.

COMPREHENSIVE INCOME

        The Company adopted SFAS No. 130, REPORTING COMPREHENSIVE INCOME, during
the quarter ended March 31, 1998. The Company's total comprehensive income for
the quarter ended March 31, 1998, was a net loss of $697,000. Comprehensive
income for the quarter consisted of the Company's net loss for the quarter of
$453,000, preferred dividends of $2,000 and accretion of $242,000 to increase
the Series A Convertible Preferred Stock issued on March 18, 1998 (see
STOCKHOLDERS' EQUITY) to its face value of $100 per share. There were no items
of other comprehensive income for the quarter ended March 31, 1997.

STOCKHOLDERS' EQUITY

        On January 2, 1998, the Company issued 8,236 shares of common stock to
its employees under the 1997 Employee Stock Purchase Plan.

        On March 18, 1998, the Company entered into a definitive agreement for a
private placement of shares of Series A Convertible Preferred Stock (the
Preferred Stock). The investment commitment is up to $2,000,000 and will be
issued in three installments. The first installment of $1,000,000, consisting of
10,000 shares, funded on March 18, 1998. The second and third installments of up
to $500,000 each will close within thirty and sixty days, respectively, after
the effective date of the Company's registration statement on Form S-3 (No.
333-50385), filed with the Securities and Exchange Commission on April 17, 1998,
assuming that the various conditions set forth in the purchase agreement are
met. The Preferred Stock is convertible by the holders into common stock of the
Company at any time into a number of shares of common stock determined by
dividing the issue price by the conversion price, which is defined to be 78% of
the lowest five-day average closing bid price for the 25-day period prior to the
date of the conversion notice. At no time shall the conversion price be greater
than $3.26 (110% of the five-day average bid price prior to the date such shares
were purchased). The dividends on the Preferred Stock are cumulative and are
payable quarterly in stock or in cash, at the holder's option, at the rate of 6%
per annum of the original issue price of the stock. The liquidation preference
of each share of Preferred Stock is $100 plus unpaid dividends. The purchaser of
the Preferred Stock received warrants to purchase 125,000 shares of the
Company's common stock concurrently with the first $1,000,000 installment. These
warrants were valued by the Company at $181,000 using a Black-Scholes option
pricing model. The amounts that may be purchased under the second and third
installments are limited by a provision in the Preferred Stock agreement that
prohibits the purchaser from owning more than 20% of the Company's common stock
on an as-converted basis. In connection with the sale of the Preferred Stock,
the Company issued warrants to purchase 25,000 shares of the Company's common
stock to each of Wharton Capital Partners, Ltd. and HD Brous & Co., Inc., as
compensation for services provided by them as placement agents. These warrants
were valued by the Company at $70,000 using a Black-Scholes option pricing
model.

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 are 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. The case is
pending in the United States District Court for the Southern District of New
York. In addition to seeking themselves declared proper plaintiffs and having
the case certified as a class action, plaintiffs seek unspecified monetary
damages. The plaintiffs' complaint alleges claims under the federal securities
laws for alleged misrepresentations and omissions in connection with purchases
of securities. The Company disputes the allegations made in the complaint and is
vigorously defending itself.


                                     Page 7
<PAGE>


SUBSEQUENT EVENTS

        On May 8, 1998, the Company, through its wholly-owned subsidiary
Automated Register Systems, Inc., acquired all of the outstanding common stock
of Quality Business Machines, Co. (QBM), a POS dealer with operations in
Sacramento, California, for an aggregate purchase price of $900,000 paid as
follows: $500,000 in common stock of the Company, valued as of the closing date
of the acquisition; $330,000 in cash; and a promissory note in the principal
amount of $70,000 executed by the Company in favor of QBM. The aggregate
purchase price is subject to post-closing reduction in the event certain
financial targets of QBM are not met. The transaction was recorded under the
purchase method of accounting.


                                     Page 8
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998

        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-QSB, as well as the Company's audited consolidated
financial statements for the year ended December 31, 1997.

        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 six acquisitions since
its inception through the end of December 31, 1997, all of which were accounted
for under the purchase method of accounting. No acquisitions were completed by
the Company during the quarter ended March 31, 1998. Due to the Company's growth
through acquisitions, year-to-year comparisons of the historical results of the
Company's operations have been affected primarily by the addition of acquired
companies. The dollar increases in the various revenue and expense components of
the Company's results are due primarily to growth from acquisitions. Therefore,
these year-over-year changes are not necessarily indicative of changes that will
occur in the future. The Company expects that the acquisitions will continue to
impact the Company's future operating results based on the Company's current
acquisition strategy.

        This Quarterly Report on Form 10-QSB 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 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). Revenue for the quarter ended March 31, 1998 was $6,262,000
and was comprised of revenue from the six companies the Company had acquired
prior to such quarter. This represents an increase of 135% from the Company's
revenue of $2,660,000 for the quarter ended March 31, 1997. The increase in
revenue from the quarter ended March 31, 1997 to the quarter ended March 31,
1998 was due primarily to the revenue contributed by the additional businesses
acquired during 1997.

        Revenue for the quarter ended March 31, 1998 was comprised of 61%
Systems Revenue and 39% Service Revenue, as compared to a revenue composition of
66% Systems Revenue and 34% Service Revenue for the quarter ended March 31,
1997. The mix of revenue changed from 1997 to 1998 primarily due to an emphasis
on service revenue at the companies acquired in the latter half of 1997.

        No customer accounted for more than 10% of revenue for the quarter ended
March 31, 1998. Sales to one customer accounted for approximately 10% of revenue
for the quarter ended March 31, 1997. 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 21%
of revenue for the quarter March 31, 1998, and approximately 60% of revenue for
the quarter ended March 31, 1997. The Company has supply agreements with these
manufacturers. The agreements are non-exclusive, may have geographic limitations
and have renewable one-year terms. A change in the Company's relationships with
these principal vendors could have a material adverse effect on the Company's
financial condition and results of operations.

GROSS MARGIN

        Gross margin increased to $2,200,000 for the three months ended March
31, 1998, from $799,000 for the three months ended March 31, 1997. As a
percentage of sales, gross margin for the quarter ended March 31, 1998 was 35%
and was comprised of gross margin for Systems Revenue of 39% and gross margin
for Service Revenue of 30%. Gross margin for the quarter ended March 31, 1997
was 30% and was comprised of gross margin for Systems Revenue of 33% and gross
margin for Service Revenue of 24%. The increase in gross margin for Systems
Revenue between years was primarily due to an improved product mix. The increase
in gross margin for Service Revenue was due to an increase in pricing and cost
reductions.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

        Total selling, general and administrative expenses in the first quarter
of 1998 of $2,428,000 increased by $1,143,000 from the comparable prior-year
period and represented 39% of total revenue, versus 48% of total revenue in the
comparable prior year period. The increase in expenses between years was
primarily due to the inclusion of the results of the companies acquired in the
second and third quarters of 1997. The decrease in selling, general and


                                     Page 9

<PAGE>


administrative expenses as a percentage of revenue during the quarter ended
March 31, 1998, compared to the comparable prior year quarter is primarily due
to cost reductions realized through the consolidation of certain redundant
branch locations and job functions. This decrease was partially offset by
increases in administrative expenses at corporate headquarters needed to
integrate acquired companies and support future growth.

RESEARCH AND DEVELOPMENT COSTS

        Research and development costs were $166,000 during the three-month
period ended March 31, 1998 and consist primarily of internal costs to develop
and upgrade proprietary, point-of-sale software targeted towards golf course and
resort applications. The Company's policy is to expense such costs until
technological feasibility is established. At March 31, 1998, such technological
feasibility had not been established.

OTHER EXPENSE (INCOME)

        The Company earned interest income of $33,000 for the three-month period
ended March 31, 1998 compared to $64,000 for the quarter ended March 31, 1997.
In the prior year, the Company had earned interest income on the proceeds from
an offering in November of 1996. These proceeds were subsequently used to fund
the cash consideration for acquisitions consummated during 1997. The Company
recognized interest expense of $90,000 for the three-month period ended March
31, 1998 compared to $13,000 for the quarter ended March 31, 1997. Interest
expense in both years consisted primarily of interest on outstanding balances on
the Company's lines of credit. The increase was a direct result of increased
borrowings under the existing credit facilities over the prior year.

INCOME TAX PROVISION

        The Company recorded an effective income tax provision of (0.6%) and
(0.2%) for the three-month periods ended March 31, 1998 and 1997, respectively.
Income tax expense in both years consisted solely of state taxes as the Company
had a taxable loss for federal income tax purposes.

COMPREHENSIVE INCOME

        The Company adopted SFAS No. 130, REPORTING COMPREHENSIVE INCOME, during
the quarter ended March 31, 1998. The Company's total comprehensive income for
the quarter ended March 31, 1998, was a net loss of $697,000. Comprehensive
income for the quarter consisted of the Company's net loss for the quarter of
$453,000, preferred dividends of $2,000 and accretion of $242,000 to increase
the Series A Convertible Preferred Stock issued on March 18, 1998 (see LIQUIDITY
AND CAPITAL RESOURCES OF THE COMPANY) to its face value of $100 per share. There
were no items of other comprehensive income for the quarter ended March 31,
1997.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

        The Company had cash and cash equivalents of $1,328,000, working capital
of $731,000 and capitalization of $6,588,000 at March 31, 1998. During the three
months ended March 31, 1998, the Company used $283,000 of cash in operations;
generated $4,000 from investing activities; and generated $891,000 from
financing activities, which consists of the net impact of borrowings and
repayments under the Company's various debt agreements and the issuance of
preferred stock. During the three months ended March 31, 1997, the Company
utilized $552,000 for operations; utilized $13,000 for the purchase of property
and equipment; and utilized $391,000 for financing activities, primarily
representing net repayments under the Company's line of credit facilities.

        On March 18, 1998, the Company entered into a definitive agreement for a
private placement of shares of Series A Convertible Preferred Stock (the
Preferred Stock). The investment commitment is up to $2,000,000 and will be
issued in three installments. The first installment of $1,000,000, consisting of
10,000 shares, funded on March 18, 1998. The second and third installments of up
to $500,000 each will close within thirty and sixty days, respectively, after
the effective date of the Company's registration statement on Form S-3 (No.
333-50385), filed with the Securities and Exchange Commission on April 17, 1998,
assuming that the various conditions set forth in the purchase agreement are
met. The Preferred Stock is convertible by the holders into common stock of the
Company at any time into a number of shares of common stock determined by
dividing the issue price by the conversion price, which is defined to be 78% of
the lowest five-day average closing bid price for the 25-day period prior to the
date of the conversion notice. At no time shall the conversion price be greater
than $3.26 (110% of the five-day average bid price prior to the date such shares
were purchased). The dividends on the Preferred Stock are cumulative and are
payable quarterly in stock or in cash, at the holder's option, at the rate of 6%
per annum of the original issue price of the stock. The liquidation preference
of each share of Preferred Stock is $100 plus unpaid dividends. The purchaser of
the Preferred Stock received warrants to purchase 125,000 shares of the
Company's common stock concurrently with the first $1,000,000 installment. These
warrants were valued by the Company at $181,000 using a Black-Scholes option


                                    Page 10

<PAGE>


pricing model. The amounts that may be purchased under the second and third
installments are limited by a provision in the Preferred Stock agreement that
prohibits the purchaser from owning more than 20% of the Company's common stock
on an as-converted basis. In connection with the sale of the Preferred Stock,
the Company issued warrants to purchase 25,000 shares of the Company's common
stock to each of Wharton Capital Partners, Ltd. and HD Brous & Co., Inc., as
compensation for services provided by them as placement agents. These warrants
were valued by the Company at $70,000 using a Black-Scholes option pricing
model.

        On May 8, 1998, the Company, through its wholly-owned subsidiary
Automated Register Systems, Inc., acquired all of the outstanding common stock
of Quality Business Machines, Co. (QBM), a POS dealer with operations in
Sacramento, California, for an aggregate purchase price of $900,000 paid as
follows: $500,000 in common stock of the Company, valued as of the closing date
of the acquisition; $330,000 in cash; and a promissory note in the principal
amount of $70,000 executed by the Company in favor of QBM. The aggregate
purchase price is subject to post-closing reduction in the event certain
financial targets of QBM are not met. The transaction was recorded under the
purchase method of accounting.

        The Company has engaged, and in the foreseeable future will likely
continue to engage, in discussions with several other retail automation solution
businesses regarding possible acquisitions, some of which could be material.
However, the Company currently has not entered into any definitive agreements
with respect to any acquisitions that are, individually or in the aggregate,
material to the Company other than the agreement with QBM discussed above. To
continue this acquisition strategy, the Company will need to obtain additional
financing (SEE ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS-NEED FOR
ADDITIONAL FINANCING TO IMPLEMENT ACQUISITION STRATEGY).

        The Company anticipates that its current cash on hand, cash flow from
operations and credit facilities will be sufficient to meet the Company's
liquidity requirements for its operations through the end of 1998. At March 31,
1998, approximately $700,000 was available for the Company to borrow under the
credit facilities. However the Company will require additional financing in
order to continue its acquisition strategy and may incur additional costs and
expenditures to expand operational and financial systems and corporate
management and administration. The Company currently intends to obtain financing
through future issuances of debt or equity securities. 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 acquisition strategy and the
achievement of sustained profitable operations.

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
primarily due to the lower level of new store openings by customers caused by
inclement weather, contractor delays, budgetary concerns and/or holidays. The
Company believes that this pattern of seasonality will continue in the
foreseeable future.

        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, 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-QSB 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.

        The forward-looking statements included herein are based on current
assumptions that the Company will continue to sell and install products on a
timely basis; that the Company will continue to sell maintenance contracts to
service its installed base; that the Company will successfully implement its
acquisition strategy; that competitive conditions within the Company's market
will not change materially or adversely; that demand for the Company's products
and services will remain strong; that the Company will retain existing key
management personnel; that inventory risks due to shifts in market demand will
be minimized; that the Company's forecasts will accurately anticipate market
demand; that the Company will be able to obtain future financing on acceptable
terms when needed; that the Company will be able to maintain key vendor


                                    Page 11
<PAGE>


relationships; and that there will be no material adverse change in the
Company's operations or business. Assumptions relating to the foregoing involve
judgments that are difficult to predict accurately and are subject to many
factors that can materially affect the Company's business, financial condition,
results of operations and cash flows. Budgeting and other management decisions
are subjective in many respects and are, thus, susceptible to interpretations
and periodic revisions based on actual experience and business developments, the
impact of which may cause the Company to alter its acquisition strategy,
marketing, capital expenditure, or other budgets, which may in turn affect the
Company's business, results of operations, financial condition and cash flows.
In light of the factors that can materially affect the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.

        Because of these and other factors affecting the Company's operating
results, past financial performance should not be considered an indicator of
future performance, and investors should not use historical trends to anticipate
results or trends in future periods. In addition to the factors discussed above
in this section, as well as those discussed under the heading "Fluctuations in
Quarterly Results of Operations," the following factors also may materially
affect the Company's business, results of operations, financial condition and
cash flows and therefore should be considered.

        LIMITED OPERATING HISTORY. The Company was founded in April 1996 and,
prior to the acquisition of CRI in June 1996, the Company had no operations upon
which an evaluation of the Company and its prospects could be based. 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. The Company's
strategy is to increase its revenue and the markets it serves through the
acquisition of additional POS dealers and value added resellers serving retail
end users. From its inception through May 11, 1998, the Company has completed
seven acquisitions. There can be no assurance that the Company will be able to
identify, acquire or profitably manage additional companies or successfully
integrate the operations of additional companies into those of the Company
without encountering substantial costs, delays or other problems. In addition,
there can be no assurance that companies acquired in the future will achieve
sales and profitability that justify the Company's investment in them or that
acquired companies will not have unknown liabilities that could materially
adversely affect the Company's results of operations or financial condition. The
Company may compete for acquisition and expansion opportunities with companies
that have greater resources than the Company. There can be no assurance that
suitable acquisition candidates will continue to be available, that financing
for acquisitions will be obtainable on terms acceptable to the Company, that
acquisitions can be consummated or that acquired businesses can be integrated
successfully and profitably into the Company's operations. Further, the
Company's results of operations in quarters immediately following a material
acquisition may be materially adversely effected while the Company integrates
the acquired business into its existing operations. The Company may acquire
certain businesses either that have been unprofitable or that have had
inconsistent profitability prior to their acquisition. An inability of the
Company to improve the profitability of these acquired businesses could have a
material adverse effect on the Company. Finally, the Company's acquisition
strategy places significant demands on the Company's resources and there can be
no assurance that the Company's management and operational systems and structure
can be expanded to effectively support the Company's continued acquisition
strategy. If the Company is unable to implement successfully its acquisition
strategy, this inability may have a material adverse effect on the Company's
business, results of operations, financial condition and cash flows.

        NEED FOR ADDITIONAL FINANCING TO IMPLEMENT ACQUISITION STRATEGY. The
Company currently intends to effect future acquisitions with cash generated from
operations and future issuance of debt or equity securities. There can be no
assurance that the Company will be able to obtain financing if and when it is
needed on terms the Company deems acceptable. The inability of the Company to
obtain financing would have a material adverse effect on the Company's ability
to implement its acquisition strategy, and as a result, could require the
Company to diminish or suspend its acquisition strategy.

        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.
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


                                    Page 12
<PAGE>


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. 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. The Company purchases its hardware principally from
three vendors: Panasonic, ERC (a distributor of Panasonic products), and NCR.
Sales of Panasonic, ERC and NCR products accounted for approximately 21% of
revenues for the period ended March 31, 1998. 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. 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.

        POTENTIAL INABILITY TO MARKET NEWLY DEVELOPED PRODUCTS. The technology
of POS systems, ECRs, VARs and related equipment is changing rapidly. 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. The Company's Smyth subsidiary operates in the
VAR solutions segment, wherein it develops customized turnkey retail automation
solutions, consisting of both hardware and software. There can be no assurance
that Smyth will be able to develop commercially viable and technologically
competitive VAR solutions at competitive prices.

        POSSIBLE ENVIRONMENTAL LIABILITIES. Under various federal, state and
local environmental laws, ordinances and regulations, a current or previous
owner or operator of real property may be held liable for the costs of removal
or remediation of certain hazardous or toxic substances which could be located
on, in or under such property. These laws and regulations often impose liability
whether or not the owner or operator knew of or was responsible for the presence
of the hazardous or toxic substances. The costs for any required remediation or
removal of these substances could be substantial, and the liability as to any
property is generally not limited under these laws and regulations and could
exceed the value of the property and the aggregate assets of the owner or
operator. The presence of these substances or failure to remediate these
substances properly may also adversely affect the owner's ability to sell or
rent the property or to borrow using the property as collateral. In connection
with the ownership or operation of its acquired companies, the Company could be
liable for these and other related costs.

        RELIANCE ON KEY PERSONNEL. Implementation of the Company's acquisition
strategy is largely dependent on the efforts of a few senior officers. In
particular, the Company's operations are dependent on a great degree on the
continued efforts of Chief Executive Officer, Richard H. Walker. Furthermore,
the Company will in most probability continue to be dependent on the senior
management of companies that are acquired. Competition for highly qualified
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. The Company is a party to employment
agreements with Mr. Walker, as well as with Executive Vice President, Paul
Spindler. The agreements with Messrs. Walker and Spindler terminate in the years
2004 and 2001, respectively, unless terminated earlier pursuant to the
agreements, and each contains confidentiality provisions and covenants not to


                                    Page 13

<PAGE>


compete. State laws, however, may limit the enforceability of the
confidentiality and/or non-competition provisions therein. The Company is
currently the beneficiary of a key man life insurance policy in the amount of
$1,000,000 on the life of Mr. Walker. There can be no assurance that the Company
will maintain the policy in effect or that the coverage will be sufficient to
compensate the Company for the loss of the services of Mr. Walker.

        ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS. Certain
provisions of the Company's Certificate of Incorporation and Bylaws may have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
These provisions make it more difficult for stockholders to take certain
corporate actions and could have the effect of delaying or preventing a change
in control of the Company. For example, the Company has not elected to be
excluded from the provisions of Section 203 of the Delaware General Corporation
Law, which impose certain limitations on business combinations with interested
stockholders upon acquiring 15% or more of the common stock. This statute may
have the effect of inhibiting a non-negotiated merger or other business
combination involving the Company, even if such event would be beneficial to the
then-existing stockholders. In addition, the Company's Certificate of
Incorporation authorizes the issuance of up to 4,000,000 shares of preferred
stock with such rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors may, without
stockholder approval, issue preferred stock with dividends, liquidation,
conversion, and voting or other rights, which could adversely affect the voting
power or other rights of the holders of the Company's common stock. The issuance
of preferred stock could have the effect of entrenching the Company's Board of
Directors and making it more difficult for a third party to acquire a majority
of the outstanding voting stock of the Company.

        As of March 31, 1998, the Company had issued 10,000 shares of Series A
Convertible Preferred Stock (the Preferred Stock), at an issue price of $100 per
share. Each share of Preferred Stock is convertible at the option of the holder
thereof at any time into a number of shares of common stock determined by
dividing the issue price by the conversion price, which is defined to be 78% of
the lowest non-consecutive five-day average closing bid price for the common
stock for the 25-day period prior to conversion. Each holder of shares of the
Preferred Stock is entitled to the number of votes equal to the number of shares
of common stock into which it could be converted. The Company cannot, without
the vote or written consent of the holders of at least 66-2/3% of the then
outstanding shares of Preferred Stock, (i) redeem, purchase or otherwise acquire
for value any share of the Preferred Stock; (ii) redeem, purchase or otherwise
acquire any of the Company's common stock; (iii) authorize or issue any other
equity security senior to or on parity with the Preferred Stock as to voting
rights, dividend rights, conversion rights, redemption rights or liquidation
preferences; (iv) declare or pay any dividend or make any distribution with
regard to any share of common stock; (v) sell, convey, lease or otherwise
dispose of all or substantially all of its property or business; liquidate,
dissolve or wind up the Company's business; or merge into or consolidate with
any other corporation (other than a wholly-owned subsidiary); (vi) effect any
transaction or series of transactions in which more than 50% of the voting power
of the Company is disposed of, unless the Company's stockholders of record as
constituted immediately prior to such transaction will, immediately thereafter,
hold at least a majority of the voting power of the surviving or acquiring
entity; (vii) permit any subsidiary to issue or sell any of its capital stock
(except to the Company); (viii) increase or decrease (other than by redemption
or conversion) the total number of authorized shares of Preferred Stock; or (ix)
alter or change the rights, preferences or privileges of the shares of Preferred
Stock so as to adversely affect the shares. In the event of any liquidation
dissolution or winding up of the Company, whether voluntary or involuntary, the
holders of the Preferred Stock shall be entitled to receive prior and in
preference to any distributions to holders of common stock, an amount per share
equal to $100 plus any declared but unpaid dividends.

        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.

        MAINTENANCE CRITERIA FOR NASDAQ; RISKS OF LOW-PRICED SECURITIES. The
Company's common stock is presently traded on the Nasdaq SmallCap Market. To
maintain inclusion on the Nasdaq SmallCap Market, the Company's common stock
must continue to be registered under Section 12(g) of the Exchange Act, and the
Company must continue to have at least $2,000,000 in net tangible assets or
$500,000 in income in two of the last three years, a public float of at least
500,000 shares, $1,000,000 in market value of public float, a minimum bid price
of $1.00 per share, at least two market makers and at least 300 stockholders.
While the Company currently meets the maintenance standards, there is no
assurance that the Company will be able to maintain the standards for Nasdaq
SmallCap Market inclusion with respect to its securities. At March 31, 1998, the
Company had $2,488,000 in net tangible assets. If the Company fails to maintain
Nasdaq Small Cap Market listing, the market value of the Company's common stock


                                    Page 14
<PAGE>


likely would decline and stockholders would find it more difficult to dispose of
or to obtain accurate quotations as to the market value of the common stock.

        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.

        ABSENCE OF DIVIDENDS. The Company has not paid dividends on its
preferred stock or common stock to date. The Company is obligated to pay,
quarterly, cumulative dividends at a rate of six percent (6%) per annum of the
issue price of the Series A Convertible Preferred Stock, payable, at the
holders' option, in cash or in common stock at the conversion price of the
Series A Convertible Preferred Stock. So long as any shares of Series A
Convertible Preferred Stock remain outstanding, the Company may not, without the
vote or written consent of the holders of at least 66-2/3% of the then
outstanding shares of Series A Convertible Preferred Stock, voting together as a
single class, declare or pay any dividend with regard to any share of common
stock. (See ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS, ANTI-TAKEOVER
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS). Additionally, although the
current line of credit does not expressly prohibit the Company from paying
dividends, the line of credit does contain certain covenants which restrict the
reduction or depletion of the Company's capital. The Company anticipates that
future financing, including any lines of credit, may further restrict or
prohibit the Company's ability to pay dividends. Under the terms of the
underwriting agreement entered into by the Company in connection with its
initial public offering, the Company is restricted until November 20, 1998, from
paying dividends in excess of the amount of the Company's current or retained
earnings derived from November 20, 1996, unless the consent of the underwriters
is obtained.

        YEAR 2000 COMPLIANCE. Many currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. These date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and software used by many companies may need to
be upgraded to comply with such "Year 2000" requirements. Although the Company
believes that its products and internal systems will be Year 2000 compliant, the
Company believes that the purchasing patterns of customers and potential
customers may be affected by Year 2000 issues as companies expend significant
resources to correct their current software systems for Year 2000 compliance.
These expenditures may result in reduced funds available to purchase software
products such as those offered by the Company. The Company estimates it will
expend, approximately $150,000 to $200,000 in 1998 to make its software products
Year 2000 compliant. The Company is making inquiries of its vendors of POS
systems and cash registers regarding whether the systems upon which they rely
are Year 2000 compliant and whether they anticipate any impairment of their
ability to deliver product and services as a result of Year 2000 issues.


                                    Page 15
<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 are 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. The case is
pending in the United States District Court for the Southern District of New
York. In addition to seeking themselves declared proper plaintiffs and having
the case certified as a class action, plaintiffs seek unspecified monetary
damages. The plaintiffs' complaint alleges claims under the federal securities
laws for alleged misrepresentations and omissions in connection with purchases
of securities. The Company disputes the allegations made in the complaint and is
vigorously defending itself.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (b) On March 18, 1998, the Company sold 10,000 shares of its Series A
        Convertible Preferred Stock, $.001 par value per share (the Preferred
        Stock), to Precision Capital Investors Limited Partnership I
        (Precision), for a purchase price of $100 per share. Under the terms of
        the Certificate of Designation setting forth the rights and preferences
        of the Preferred Stock, the Company cannot, without the vote or written
        consent of the holders of at least 66-2/3% of the then outstanding
        shares of Preferred Stock, declare or pay any dividend or make any
        distribution with regard to any share of common stock. In addition, the
        Company cannot, without the vote or written consent of the holders of at
        least 66-2/3% of the then outstanding shares of Preferred Stock, engage
        in certain other transactions, including, without limitation, the
        redemption, purchase or acquisition of any shares of common stock.

     (c)The following is a summary of transactions by the Company during the
        three months ended March 31, 1998, involving sales or issuances of the
        Company's securities that were not registered under the Securities Act.

          (1)  On March 18, 1998, the Company sold 10,000 shares of its Series A
               Convertible Preferred Stock, $.001 par value per share (the
               Preferred Stock), to Precision Capital Investors Limited
               Partnership I (Precision), for a purchase price of $100 per
               share. The total offering price was $1,000,000. In addition, the
               Company agreed to issue to Precision, subject to the satisfaction
               of certain conditions, up to an additional 10,000 shares of
               Preferred Stock (the Additional Preferred Stock) for a purchase
               price of $100 per share. The Additional Preferred Stock will be
               issued in two separate tranches on a date no later than thirty
               (30) and sixty (60) days following the effective date of the
               Registration Statement (defined below), respectively, unless
               otherwise agreed to by the Company and Precision.

               The shares of Preferred Stock are convertible into shares of
               common stock at a conversion price equal to seventy eight percent
               (78%) of the lowest non-consecutive five day average closing bid
               price during the twenty-five day period prior to conversion;
               provided, however, that in no event shall the conversion price be
               greater than $3.26 (110% of the average closing bid price during
               the five day period prior to the purchase of the shares of
               Preferred Stock). The shares of common stock into which the
               shares of Preferred Stock are convertible have been registered by
               the Company on Form S-3 (No. 333-50385) (the Registration
               Statement), filed with the Securities and Exchange Commission
               (the "Commission") on April 17, 1998. As of May 15, 1998, the
               Registration Statement had not been declared effective by the
               Commission. In connection with the sale of the Preferred Stock,
               the Company issued warrants to purchase 25,000 shares of the
               Company's common stock to each of Wharton Capital Partners, Ltd.
               and H D Brous & Co., Inc., as compensation for services provided
               by them as placement agents (Section (c)(3) below).

         (2)   On March 18, 1998, concurrently with the sale of the shares of
               Preferred Stock, the Company issued to Precision warrants to
               purchase 125,000 shares of common stock (the Investor Warrants).
               The shares of common stock into which the Investor Warrants are
               exercisable have been registered by the Company on the
               Registration Statement. In addition, the Company agreed to issue
               to Precision, subject to the satisfaction of certain conditions,
               warrants to purchase an additional 125,000 shares of common stock
               (the Additional Investor Warrants). The Additional Investor
               Warrants will be issued in two separate tranches on a date no
               later than thirty (30) and sixty (60) days following the
               effective date of the Registration Statement, respectively,
               unless otherwise agreed to by the Company and Precision.


                                    Page 16
<PAGE>


               The Investor Warrants are excerisable at an exercise price equal
               to the lessor of (i) $3.26 (110% of the average closing bid price
               of the common stock during the five days preceeding the date of
               issuance) and, (ii) 110% of the closing bid price of the common
               stock on the date the Registration Statement becomes effective.
               The exercise price of the Investor Warrants is subject to
               adjustment.

         (3)   On March 18, 1998, concurrently with the sale of the shares of
               Preferred Stock, the Company issued 25,000 warrants to purchase
               common stock (the Placement Agent Warrants) to each of Wharton
               Capital Partners, Ltd., and H D Brous & Co., Inc., as
               compensation for services provided by them as placement agents in
               the sale of the Preferred Stock. The shares of common stock into
               which the Placement Agent Warrants are exercisable were
               registered by the Company on the Registration Statement. The
               exercise price of the Placement Agent Warrants is initially
               $3.556 per share. The exercise price of the Placement Agent
               Warrants is subject to adjustment.


                                    Page 17
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

               4.7    Securities Purchase Agreement entered into between the 
                      Company and Precision Capital Investors Limited 
                      Partnership I dated as of March 18, 1998, (Incorporated by
                      reference to Exhibit 4.1 of the Company's Registration 
                      Statement on Form S-3, filed on April 17, 1998,
                      File No. 333-50385).
               4.8    Registration Rights Agreement entered into between the
                      Company and Precision Capital Investors Limited 
                      Partnership I dated as of March 18, 1998, (Incorporated 
                      by reference to Exhibit 4.2 of the Company's Registration
                      Statement on Form S-3, filed on April 17, 1998, File No. 
                      333-50385).
               4.9    Certificate of Designation, Preferences and Rights of 
                      Series A Convertible Preferred Stock (Incorporated by 
                      reference to Exhibit 4.3 of the Company's Registration 
                      Statement on Form S-3, filed on April 17, 1998, File No. 
                      333-50385).
               4.10   Common Stock Purchase Warrants issued to Precision Capital
                      Investors Limited Partnership I (Incorporated by reference
                      to Exhibit 4.4 of the Company's Registration Statement on
                      Form S-3, filed on April 17, 1998, File No. 333-50385).
               4.11   Warrant to Purchase Common Stock issued to H D Brous &
                      Co., Inc. (Incorporated by reference to Exhibit 4.5 of the
                      Company's Registration Statement on Form S-3, filed on
                      April 17, 1998, File No. 333-50385).
               4.12   Warrant to Purchase Common Stock issued to Wharton Capital
                      Partners Ltd. (Incorporated by reference to Exhibit 4.6 of
                      the Company's Registration Statement on Form S-3, filed on
                      April 17, 1998, File No.
                      333-50385).
               11*    Calculation of Earnings per Share
               27*    Financial Data Schedule

               *      Filed herewith.


        (b)   Reports on Form 8-K

              During the three months ended March 31, 1998, the Company did not
              file any Current Reports 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 15, 1998                By: /s/ MICHAEL S. SHIMADA
--------------------------------    -------------------------------------------
            Date                    Michael S. Shimada
                                    Vice President and Chief Financial Officer
                                    (Principal financial and accounting officer)


                                    Page 19