<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


FOR QUARTER ENDED:  MARCH 31, 2001  COMMISSION FILE NO. 0-4076
                   ---------------                      ------



                              EXOTECH INCORPORATED
               --------------------------------------------------
               (Exact name of Registrant as Specified in Charter)





STATE OR JURISDICTION OF
INCORPORATION OR ORGANIZATION:             DELAWARE

IRS IDENTIFICATION NO:                     54-0700888

ADDRESS OF PRINCIPAL OFFICE:               8502 DAKOTA DRIVE
                                           GAITHERSBURG, MD. 20877

REGISTRANT'S TELEPHONE NUMBER:             (301) 948-3060




INDICATE BY CHECKMARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENT FOR THE PAST 90 DAYS.

                   YES      [X]              NO       [ ]

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT.

CLASS:                            COMMON STOCK, PAR VALUE $0.10
                                  -----------------------------
OUTSTANDING AT
  MARCH 31, 2001            942,387
                            -------


<PAGE>


                              EXOTECH INCORPORATED


                                      INDEX

<TABLE>
<CAPTION>
<S>         <C>                                                                         <C>
PART I      FINANCIAL INFORMATION.......................................................PAGE NO.

            CONSOLIDATED CONDENSED BALANCE SHEET
            March 31, 2001 AND JUNE 30, 2000.............................................. 2

            CONSOLIDATED CONDENSED STATEMENT OF
            OPERATIONS - NINE MONTHS ENDED
            MARCH 31, 2001 AND 2000....................................................... 3

            STATEMENT OF CASH FLOWS FOR NINE
            MONTHS ENDED MARCH 31, 2001 AND 2000.......................................... 4

            NOTES TO CONSOLIDATED CONDENSED
            FINANCIAL STATEMENTS.......................................................... 5

            MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF CONSOLIDATED CONDENSED STATEMENT
            OF OPERATIONS................................................................. 6


PART II     OTHER INFORMATION

            OTHER FINANCIAL INFORMATION................................................... 8

            SIGNATURES.................................................................... 9

</TABLE>



<PAGE>


                              EXOTECH INCORPORATED
                           CONSOLIDATED BALANCE SHEET

                                                  ASSETS

<TABLE>
<CAPTION>
                                                                 MARCH 31,                         JUNE 30,
                                                                   2001                              2000
                                                             ----------------                    ------------
                                                                  (Unaudited)
<S>                                                            <C>                                  <C>
CURRENT ASSETS

Accts. Receivable, Net                                        $     1,180                        $    12,633
Inventories
Work in Process                                                   267,708                            267,217
 Raw Materials                                                     32,625                             32,625
 Finished Goods                                                    14,000                             14,000
Cash and Other Current Assets                                       2,673                              3,861
                                                              -----------                        -----------
Total Current Assets                                          $   318,186                        $   330,336

PROPERTY, PLANT AND EQUIPMENT, NET                                  1,839                              2,265
OTHER NON CURRENT ASSETS                                            4.080                              4,080
                                                              -----------                        -----------
TOTAL ASSETS                                                     $324,105                           $336,681
                                                              ===========                        ===========

                                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accts. Payable & Other Accrued Expenses                       $     7,352                        $    13,053
Other Current Liabilities                                         385,800                            396,267
Notes Payable                                                     399,348                            403,223
                                                              -----------                        -----------
Total Current Liabilities                                     $   792,500                        $   812,543

SHAREHOLDERS EQUITY
Common Stock, Par Value $.10 per share;
 1,500,000 shares authorized; 970,135
 issued; 942,387 outstanding                                       97,014                             97,014

Paid-in-Surplus                                                 1,169,645                          1,169,645
Deficit                                                        (1,622,634)                        (1,630,101)
Treasury Stock (27,748 shares)                                   (112,420)                          (112,420)
                                                              ------------                       ------------
Total Shareholders' Equity                                       (468,395)                          (475,862)
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY                                                        $   324,105                        $   336,681
                                                              ===========                        ===========

</TABLE>


See accompanying Notes to Consolidated Condensed Financial Statements.


                                       2
<PAGE>


                              EXOTECH INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                   2001                                         2000
                                       -----------------------------               ------------------------------
                                       3 Mos.                 9 Mos.               3 Mos.                  9 Mos.
                                       ----------- ENDED -----------               ----------- ENDED ------------
                                         3/31                   3/31                 3/31                    3/31
                                       ------                 ------               ------                  ------
<S>                                   <C>                   <C>                   <C>                    <C>
REVENUE
Contract Sales                        $10,051               $118,944              $42,073                $405,945

EXPENSES
Direct Labor                              974                  3,087                1,673                   2,070
Overhead                                3,719                 13,092                5,233                  10,906
Materials                                  --                  2,000                  852                  11,552
Other Direct Costs                         --                  3,351                  100                     100
Travel                                     --                  1,573                   --                      --
General & Administrative                2,640                  6,481                1,750                   4,284
Inventory Costs                        17,019                 90,510               28,170                 318,983
                                     ---------               --------             --------               ---------

Cost of Contract Services              24,352                120,094               37,778                 347,895

Operating Income (Loss)               (14,301)                (1,150)               4,295                  58,050

Miscellaneous Income                   14,191                 32,060                  585                     585
Research and Development                   --                     --                   --                      --
Interest & Other                       (7,714)               (23,444)              (7,576)                (23,144)
                                      -------               --------              -------                --------

NET INCOME BEFORE
  TAXES                                (7,824)                 7,466               (2,696)                 35,491
State Income Tax
 Provision                                 --                     --                   --                      --
                                      -------               --------              -------                --------
NET INCOME (LOSS)                      (7,824)                 7,466               (2,696)                 35,491

Weighted Average Number of
Common Shares
Outstanding                           942,387                942,387              942,387                 942,387

EARNINGS (LOSS) PER
COMMON SHARE                            (0.01)                  0.01                (0.00)                   0.04

DIVIDENDS PER
 COMMON SHARE                            None                   None                 None                    None

</TABLE>


See accompanying Notes to Consolidated Condensed Financial Statements. These
statements have been prepared from the books of account without audit.


                                       3
<PAGE>


                       EXOTECH INCORPORATED AND SUBSIDIARY
                           STATEMENT OF CASH FLOWS FOR
                           NINE MONTHS ENDED MARCH 31,

<TABLE>
<CAPTION>
                                                                                2001                        2000
                                                                               ------                      ------

<S>                                                                          <C>                         <C>
CASH FLOWS FROM OPERATING TRANSACTIONS

Net Income (Loss)                                                               7,466                      35,491
Add: Non cash Income Determinants
     Depreciation and Amortization                                                427                         988
Add (Deduct): Changes in Current Assets & Liabilities
     (Increase) Decrease in Accounts Receivable                                11,453                      64,649
     (Increase) Decrease in Prepaid Expenses                                    1,737                         600
     (Increase) Decrease in Inventory                                            (491)                     42,669
     Increase (Decrease) in Accts. Payable                                     (5,701)                    (11,275)
     Increase (Decrease) in Payroll/Employee Benefits                         (34,250)                    (50,504)
     Increase (Decrease) in Accrued Interest                                   23,183                      23,268
     Increase (Decrease) in Progress Payments                                     600                     (80,900)
                                                                             --------                   ---------
Cash PROVIDED BY or (USED FOR) Operating Transactions                           4,424                      24,986

CASH FLOWS FROM FINANCING TRANSACTIONS:

Proceeds from Notes                                                                --                          --
Payments on Notes                                                              (3,875)                    (13,849)
                                                                             --------                   ---------

Cash PROVIDED BY or (USED FOR) Financing Transactions                          (3,875)                    (13,849)

CASH FLOWS FROM INVESTING TRANSACTIONS:

Purchase of Equipment                                                              --                      (1,149)
Deposits                                                                           --                        (114)
                                                                             --------                   ---------

Cash PROVIDED BY or (USED FOR) Investing Transactions                               0                      (1,263)

INCREASE (DECREASE) IN CASH                                                       549                       9,874

CASH BALANCE - BEGINNING                                                        1,921                       8,868
                                                                             --------                   ---------
CASH BALANCE - ENDING                                                        $  2,470                   $  18,742
                                                                             ========                   =========
</TABLE>


                                       4
<PAGE>


                              EXOTECH INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 1.

In the opinion of Management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
March 31, 2001 and June 30, 2000 and the results of operations and changes in
financial position for the nine months ended March 31, 2001 and 2000 of Exotech
Incorporated and its inactive wholly-owned consolidated subsidiary, Exotech
Research & Analysis, Inc. There are no significant intercompany transactions.


NOTE 2.

Per share computations have been based on the weighted average shares
outstanding of 942,387 for the nine months ended March 31, 2001 and 2000.


NOTE 3.

Notes Payable at March 31, 2001 consist of four demand notes of $100,000, $8,000
and $47,000, payable with interest at 8.5% per annum to three of the Company's
former directors. In addition, one demand note of $244,348 is payable with
interest at 8.5% per annum to one officer/employee.

NOTE 4.

Inventory cost shown in the cost of sales, represents the cost of production of
goods sold that were incurred in the prior fiscal year.


                                       5
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                     OF THE
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS


The following is Management's discussion and analysis of certain significant
factors which have affected the Company's earnings during the periods included
in the accompanying consolidated condensed statement of operations.

A summary of the period to period changes in the principal items included in the
consolidated statement of operations is shown below:



<TABLE>
<CAPTION>

                                        ------------------------------------- COMPARISON  OF -----------------------------------

                                              THREE MONTHS                    THREE MONTHS                    NINE MONTHS
                                        -----------------------          -----------------------        ------------------------
                                        Mar 31         Dec 31            Mar 31         Mar 31          Mar 31          Mar 31
                                         2001           2000              2001           2000            2001            2000
<S>                                     <C>           <C>                <C>            <C>             <C>             <C>
Net Sales                                10,051         42,776            10,051         42,073         118,944         405,945
Direct Costs & Overhead                   4,693          7,952             4,693          7,858          23,103          24,628
G&A Expense                               2,640          1,822             2,640          1,750           6,481           4,284
Inventory Cost                           17,019         43,272            17,019         28,170          90,510         318,983
                                       ---------       --------         ---------       --------        --------       ---------
Cost of Sales                            24,352         53,046            24,352         37,778         120,094         347,895
Interest & Other                          7,714          7,860             7,714          7,576          23,444          23,144

</TABLE>



                                       6
<PAGE>



I.       CHANGE IN FINANCIAL POSITION IN THE NINE MONTHS ENDED MARCH 31, 2001.
         ---------------------------------------------------------------------

         In the nine months period ended March 31, 2001, a reduction of the
         working capital deficit of $7,893 resulted from a net profit from
         operations of $7,466 and non fund depreciation charges of $426. The
         production of Autoplate instruments under a fixed price contract
         initiated in October 1998 was completed in January 2000. The Company
         has restructured its operations to perform an anticipated increase in
         instrument maintenance, repair and technical support services for
         Spiral Biotech, Inc., an Advanced Instruments company. In the quarter
         ended March 31, 2001, there were no sales of four-channel Radiometers,
         Model 100BX, from an inventory of 24 units being marketed for immediate
         sales.


II.      INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND NINE MONTHS PERIOD
         AND THE SAME QUARTER AND NINE MONTHS PERIOD LAST YEAR.
         --------------------------------------------------------------------

         Revenue for the quarter ended March 31, 2001, was $10,051 lower by
         $32,022 compared to the same period in 2000. Operating loss for the
         quarter was $14,301 compared to $4,295 profit in the prior year. The
         result was a net loss of $7,824 in the most recent quarter compared to
         a net loss of $2,696 in the same quarter in 2000. In the earlier
         period, the deliveries of instruments under a large-production contract
         was ended, while in the recent quarter a transition was being
         implemented to reduce operating cost to the lowest practicable level
         commensurate with seeking revenue from sales of radiometers and laser
         scanners, including services related to those instruments.

         For the nine months period ended March 31, 2001, revenue of $118,944
         was lower by $287,001 compared to the same period in 2000. The cost of
         sales in the recent period was $120,094 compared to $347,895 in 2000.
         The result was operating income of $58,050 and net profit of $35,491 in
         the period ended March 31, 2000 compared to $1,150 operating loss and
         $7,466 net profit in 2001. These changes reflect the impact of major
         changes in the business strategy of a principal customer whose business
         had accounted for up to 80 percent of total revenue in recent years.

         Management is pursuing improved sales of the company's inventory of
         instruments and related calibration and maintenance services.


                                       7
<PAGE>


                      PART II. OTHER FINANCIAL INFORMATION


ITEM 5.

As in the past, a shortage of working capital continues to be a significant
problem, limiting efforts to develop new business to the fullest extent
possible, as well as causing occasional delays of 30 days in payments to
suppliers of materials and services. In the most recent nine months period, no
accounts payable were more than 30 days old. Management also is continuing to
pursue opportunities to affiliate with other companies to increase marketing and
sales of its products and develop new products from Exotech's proprietary
technology. In the opinion of Management, the Company should be in a position to
sustain operations at least until such time as the results of current contracts
and negotiations for new business is determinable. Ultimate realization of the
carrying value of prepaid expenses and advances, property and equipment, and
miscellaneous other assets shown in the accompanying balance sheet depend on the
effect of the matters discussed herein.

The dollar amount of the backlog as of March 31, 2001 was $3,100, lower by
$34,900 compared to that of the prior year, and $16,575 lower than the backlog
at December 31, 2000.


ITEM 6 (B)

There were no reports filed on Form 8-K for the nine months ended March 31,
2001.



                                       8
<PAGE>


                                    SIGNATURE


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



                                                    EXOTECH INCORPORATED

                                                          REGISTRANT




DATE:         MAY 12, 2001
     ----------------------------------





   /s/
------------------------------------
ROBERT G. LYLE, PRESIDENT AND CHIEF
 EXECUTIVE OFFICER






                                       9