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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 30, 2001

AMERIQUEST TECHNOLOGIES, INC.
(Exact name of registrant specified in Charter)

DELAWARE 1-10397 33-0244136
(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)

2465 MARYLAND ROAD
WILLOW GROVE, PENNSYLVANIA 19090
(Address of principal executive offices) Zip Code

REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (215) 658-8900

NOT APPLICABLE
(Former name and former address, if changed since last report)
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Item 5. Other Events.

SALE OF FULFILLMENT DISTRIBUTION DIVISION

On April 2, 2001, AmeriQuest Technologies, Inc., a Delaware corporation (the
"Company"), announced that it had consummated the sale of certain assets related
to its fulfillment distribution division (the "Distribution Business"), which
was devoted to the sale and distribution of computers and computer equipment to
value-added resellers ("VARs"), to Seneca Data Distributors, Inc., a New York
corporation ("Seneca"), pursuant to an Asset Purchase Agreement (the "Purchase
Agreement"), between the Company and Seneca dated as of March 30, 2001.

Pursuant to the Purchase Agreement, the Company sold to Seneca certain assets
related to its Distribution Business including equipment, office supplies,
furniture and customer lists and other information relating to customers of the
Distribution Business. The assets sold did not include cash or cash equivalents,
the accounts receivable related to the Distribution Business, estimated to be
approximately $5.0 million, nor any inventory related to the Distribution
Business, estimated to be approximately $1.0 million. It is anticipated that
most of the inventory will be sold through to Seneca and most of any remaining
inventory can be returned to vendors for credit against outstanding balances.
The Company expects to receive approximately $1.0 million in cash, including
anticipated contingent payments described below, after it collects its
outstanding accounts receivable, sells its remaining inventory, pays off its
outstanding bank loans and pays its accounts payable related to the Distribution
Business. The Company intends to use these net cash proceeds to fund the
expansion of its solutions division (as described below).

As consideration for the sale, the Company received from Seneca an initial
payment of $100,000, of which $10,000 was attributable to the equipment,
furniture, customer lists and other tangible assets sold, and $90,000 was an
advance of certain future contingent payments the Company could receive pursuant
to the Purchase Agreement. The Purchase Agreement provides that in the first,
second and third years following the sale of the Distribution Business, the
Company is entitled to receive contingent payments of 10.0%, 7.5% and 5.0%,
respectively, of gross profits on sales of products by Seneca to certain former
customers of the Company. In addition, if gross profits in the second or third
years exceed $3.5 million, the Company is entitled to receive an additional
payment for any such year equal to 2.5% of gross profits on sales of products by
Seneca to such former customers of the Company. The minimum amount the Company
will receive over the three year period (excluding the advance payment) is
$150,000. Payment of the minimum amount is subordinate to payments Seneca is
required to make pursuant to its senior secured line of credit.

In connection with Seneca's purchase of the Distribution Business assets from
the Company, Seneca agreed to sublease on a month-to-month basis approximately
2,640 square feet of the Company's approximately 42,500 square foot facility in
Willow Grove, Pennsylvania. Seneca has offered employment to 12 employees of the
Company who worked primarily in the Distribution Business.

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A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The description of the Purchase Agreement
herein is qualified in its entirety by Exhibit 10.1. A copy of the press release
announcing the transaction with Seneca is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

AMERIQUEST'S STRATEGY

The sale of the assets related to the Distribution Business is consistent with
the Company's previously announced strategy of decreasing low margin sales.
Following the sale of the Distribution Business assets, the Company will
concentrate on growing its two remaining divisions: the solutions division and
the leasing division. The solutions division provides business information
solutions to corporate, education, healthcare and government clients, as well as
systems integrators and VARs reselling these solutions. The Company intends to
focus on growing the solutions division both internally and externally by
considering potential strategic acquisitions, although the Company has no
current agreements pertaining thereto and has not had any recent discussions
with any potential acquisition targets. The Company believes that by focusing on
these higher margin business units, it will improve the Company's chances of
returning to profitability.

FLEET LINE OF CREDIT

Separately, the Company has received notice from its senior lender, Fleet
Capital Corporation ("Fleet"), of non-renewal of its $10.0 million line of
credit, which by its terms expires on July 20, 2001. The Company had an
outstanding balance of approximately $3.3 million under the Fleet line of credit
as of March 31, 2001. The sale of the assets related to the Distribution
Business will significantly reduce the Company's cash and borrowing needs. The
Company believes that it will be able to repay its existing borrowings under
such line of credit prior to its expiration date out of working capital.
Moreover, the Company does not currently believe that, following the sale of the
Distribution Business assets, it will have to replace the bank line of credit in
the near term. In the event that the Company desires to enter into a new line of
credit, there is no assurance that a bank line of credit would be available, or
if available, could be secured on terms favorable to the Company.

SPECIAL FACTORS TO CONSIDER

In addition to the other information in this Current Report on Form 8-K and the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
2000, the following factors should be carefully considered:

Continued Losses. The Company had a loss of $4.7 million during the fiscal year
ended September 30, 2000, and has had substantial losses in prior years. There
is no assurance that the Company will become profitable in the future. In the
event that losses were to continue at significant levels, the Company will not
have sufficient liquidity to continue as a going concern.

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Operating Strategy Risk - Need to Increase Gross Profit. Prior to the Company's
sale of the assets related to its Distribution Business, as a distributor, the
Company had historically operated on small gross margins. Further, the Company
incurred operating expenses to maintain a sufficient level of inventory,
facilities, sales staff and support personnel necessary to support sales of
products. The Company took actions to improve its profitability during the first
half of fiscal 2001 ended March 31, 2001, which were not sufficient, resulting
in the sale of the Distribution Business assets. The Company's strategy is to
increase gross profit, regardless of its impact on sales, and simultaneously
decrease monthly expenses. The sale of the Distribution Business assets is
consistent with this strategy. The primary impact of these actions on
profitability is not expected to occur until the fourth quarter of fiscal 2001,
and there is no assurance that the Company will become profitable in the future.

Uncertainty of Receipt of Contingent Payments from Seneca. In connection with
the sale of the assets related to the Distribution Business, the Company is
entitled to receive contingent payments of 10.0%, 7.5% and 5.0%, respectively,
of gross profits on sales of products by Seneca to certain former customers of
the Company. In addition, if gross profits in the second or third years exceed
$3.5 million, the Company is entitled to receive an additional payment for any
such year equal to 2.5% of gross profits on sales of products by Seneca to such
former customers of the Company. The Company's receipt of these contingent
payments are dependent upon Seneca's performance which is outside of the
Company's control. In addition, payment of these contingent payments is
subordinate to payments Seneca is required to make pursuant to its senior
secured line of credit. There is no assurance that the Company will receive
these contingent payments from Seneca in the amounts the Company currently
anticipates, if at all.

Rapid Changes in Technology and Markets. The computer industry in general, and
the specific markets in which the Company competes, are characterized by rapidly
changing technology and significant shifts in market dynamics. The Company
believes its success is highly dependent upon its ability to react to
technological changes and shifts in market demand by continuing to provide
cost-competitive solutions and services that respond to current market needs.
Should the Company fail to provide services on a timely basis that respond to
industry demands, the Company's operating results would be adversely affected.

Competition. The Company competes in an industry characterized by intense
competition. Competition in the solutions business is primarily from independent
solutions providers and, at times, large national consulting firms, while
competition in the leasing business comes primarily from financial institutions
and specialty equipment leasing companies, all of which generally have greater
financial resources than the Company. Moreover, the manner in which computer
products and services are sold is changing, and new methods of distribution and
sale may emerge or expand. These factors, among others, will likely cause
continued competitive pressures on the Company in the future.

Sales Force Restructuring. During fiscal 2000, the Company changed the focus of
its sales and marketing function towards greater emphasis on the higher margin
corporate account opportunities. This change in emphasis also resulted in a 70%
turnover of the solutions sales staff since the beginning of fiscal 2000. The
solutions sales staff has not generated sufficient high

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margin sales to offset the higher cost structure of providing expert business
solutions. Management believes that the current sales staff is more aligned with
the needs of the Company and, therefore, turnover during fiscal 2001 is expected
to be lower. If the Company's sales for any reason in the near future do not
materialize in amounts sufficient to cover the existing cost structure,
management may again have to consider restructuring alternatives.

External Expansion May Be Limited. In order to expand the Company's continuing
business, management may seek qualified complementary companies as acquisition
or merger candidates. There is no assurance that the Company will be successful
in identifying such candidates or, even if such candidates are identified, that
the Company will be successful in consummating proposed transactions on terms
that are favorable to the Company. In order to consummate any such transaction,
the Company may need to raise additional funds. There is no assurance that the
Company will be able to raise such funds on favorable terms. Even if successful,
the Company faces risks associated with acquisitions or mergers relating to
difficulties in integrating combined operations, incurrence of additional debt
to finance acquisitions and operations of acquired businesses, potential
disruption of operations and related negative impact on earnings, and incurrence
of substantial expenses that could adversely affect the Company's financial
condition

Bank Line of Credit Terminated. The Company has received notice from its senior
lender, Fleet, of non-renewal of its $10.0 million line of credit, which by its
terms expires on July 20, 2001. The Company had an outstanding balance of
approximately $3.3 million under the Fleet line of credit as of March 31, 2001.
The sale of the assets related to the Distribution Business will significantly
reduce the Company's cash and borrowing needs. The Company believes that it will
be able to repay its existing borrowings under such line of credit prior to its
expiration date out of working capital. Moreover, the Company does not currently
believe that, following the sale of its Distribution Business assets, it will
have to replace the bank line of credit in the near term. A lack of a bank line
of credit will require the Company to carefully manage its expenses and cash
needs which may restrict near-term growth. In the event that the Company desires
to enter into a new line of credit, there is no assurance that a bank line of
credit would be available, or if available, could be secured on terms favorable
to the Company. If no bank line of credit line were available and losses
continue, the Company may not be able to pay its debts as they become due, which
could result in a reorganization or liquidation of the Company.

Dependence Upon Key Personnel. The Company's success depends to a significant
degree upon the continued contributions of its key management, marketing,
product development and technical personnel and the Company's ability to retain
and continue to attract highly skilled personnel. Competition for employees in
the computer industry is intense, and there is no assurance that the Company
will be able to attract and retain qualified employees. The Company has
previously made a number of management changes, and has had substantial layoffs
and other employee departures. If the Company continues to experience financial
difficulties, it may become increasingly difficult for it to hire new employees
and retain current employees. The Company does not carry any key person life
insurance with respect to any of its personnel.

Stock Market Validity. The price of the Company's Common Stock has been subject
to significant price fluctuations, and there is no assurance that the price of
the Company's Common

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Stock will stabilize. In addition, the trading volume for the Company's Common
Stock has generally been relatively small. A large increase in share trading
volume in a short period of time could cause a significant change in share
trading prices.

FORWARD LOOKING INFORMATION

This Current Report on Form 8-K contains forward-looking statements that are
based on current expectations. In light of the important factors that can
materially affect results, including those set forth above under "Special
Factors to be Considered," the inclusion of forward-looking information herein
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. The Company may
encounter competitive, technological, financial, legal and business challenges
making it more difficult than expected to continue as a solutions and lending
provider; competitive conditions within the computer industry may change
adversely; demand for the solutions provided by the Company may weaken; the
Company may be unable to retain existing key management, sales and technical
personnel; the Company's forecasts may not accurately anticipate market demand;
and there may be other material adverse changes in the Company's operations or
business.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No. Exhibit

10.1 Asset Purchase Agreement, dated as of March 30, 2001, by and between AmeriQuest
Technologies, Inc. and Seneca Data Distributors, Inc.

99.1 Press Release dated April 2, 2001.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AMERIQUEST TECHNOLOGIES, INC.

By: /s/ Alexander C. Kramer
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Name: Alexander C. Kramer
Title: Chief Executive Officer and President

By: /s/ Jon D. Jensen
----------------------------------------------
Name: Jon D. Jensen
Title: Chief Operating Officer

Dated: April 4, 2001