FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[ X ]    QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JANUARY 31, 2001

                                       OR

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

         For the transition period from __________ to __________.

                         Commission file number: 0-14922

                        ABC DISPENSING TECHNOLOGIES, INC.
           (Name changed from American Business Computers Corporation)
             (Exact name of registrant as specified in its charter)

                     Florida                                  59-2001203
             -------------------------------                 -----------
             (State or other jurisdiction of              (I.R.S. Employer
             incorporation or organization)               Identification No.)

             451 Kennedy Road   Akron, Ohio                  44305
             ------------------------------------------   --------
             (Address of principal executive offices)     (Zip Code)

         Registrant's telephone number, including area code:  (330) 733-2841

         Securities registered pursuant to Section 12(b) of the Act:NONE
                                                                   ----

         Securities registered pursuant to Section 12(g) of the Act:
                                                    Common Stock, Par Value $.01
                                                    ----------------------------
                                                         (Title of class)

         Indicate by check mark 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 requirements for the past 90 days: [ X ] Yes [ ] No

         The number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date is:

          Common Stock outstanding at March 1, 2001 was 23,269,976 shares.


<PAGE>

               ABC DISPENSING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

Part I   Financial Information                                                                             Page No.
-------------------------------------------------------------------------------------------------------------------

<S>                                                                                                           <C>
Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets - January 31, 2001 and April 30, 2000                              3

         Condensed consolidated statements of operations - Nine months ended January 31,2001
         and January 31, 2000 and three months ended January 31, 2001 and January 31, 2000                        4

         Condensed consolidated statements of cash flows - Nine months ended January 31, 2001
         and January 31, 2000                                                                                     5

         Condensed consolidated statement of stockholders' equity - Nine months ended
         January 31, 2001                                                                                         6

         Notes to condensed consolidated financial statements                                                  7-10

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                11-15




Part II  Other Information
-------------------------------------------------------------------------------------------------------------------

Item 1.  (Not Applicable)

Item 2.  (Not Applicable)

Item 3.  (Not Applicable)

Item 4.  (Not Applicable)

Item 5.  (Not Applicable)

Item 6.  (A)  Exhibits and Reports                                                                               16



Signature                                                                                                        17

</TABLE>

                                       2
<PAGE>


                        ABC DISPENSING TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
ASSETS                                                                           JANUARY 31, 2001            APRIL 30, 2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                       <C>
Current Assets
         Cash and cash equivalents                                                    $    39,000               $   163,000
         Accounts receivable, less allowance for doubtful accounts
           of $21,000 as of January 31 and $33,000 as of April 30                          81,000                   306,000
         Inventories (Note 3)                                                           1,243,000                 1,281,000
                                                                                      -----------               -----------
         Total current assets                                                           1,363,000                 1,750,000

Property, plant, and equipment                                                            577,000                   662,000

Other assets                                                                              128,000                   160,000
                                                                                      -----------               -----------

TOTAL ASSETS                                                                           $2,068,000                $2,572,000
---------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities
         Current portion of long-term debt                                            $    19,000               $    19,000
         Short-term notes payable (Note 4)                                                325,000                   175,000
         Accounts payable                                                                 356,000                   409,000
     Accrued liabilities:
         Accrued interest                                                                 423,000                   226,000
         Employee compensation and benefits                                               120,000                    82,000
         Warranty reserve                                                                   2,000                    18,000
         Other                                                                            118,000                   235,000
         Deferred income                                                                  188,000                   302,000
                                                                                      -----------               -----------
         Total current liabilities                                                      1,551,000                 1,466,000

Long-term debt                                                                          2,679,000                 2,119,000

Stockholders' equity/(deficit) (Note 6):
         Preferred Stock - Series A, 9% cumulative;
          authorized 840 shares, 399 issued,
          395 outstanding.
         Series B, 9% cumulative authorized 160 shares
          24 shares issued and outstanding.
         Series C, 9% cumulative authorized 200 shares
          37 shares issued and outstanding.                                             5,608,000                 5,608,000
         Common Stock, $.01 par value; authorized 50,000,000
          shares; 23,269,976 shares issued and outstanding
          at January 31, 2001 and 21,888,336 shares
          issued and outstanding at April 30, 2000                                        233,000                   219,000
         Additional paid-in capital                                                    20,892,000                20,654,000
         Accumulated deficit                                                          (28,893,000)              (27,492,000
                                                                                      -----------               -----------
                                                                                       (2,160,000)               (1,011,000
         Treasury stock at cost                                                            (2,000)                   (2,000
                                                                                      -----------               -----------
            Total Stockholders' Equity/(Deficit)                                       (2,162,000)               (1,013,000)
                                                                                      -----------               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)                                   $2,068,000                $2,572,000
</TABLE>




                             See accompanying notes.


                                       3
<PAGE>


                        ABC DISPENSING TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   (NINE MONTHS AND THREE MONTHS ENDED JANUARY 31, 2001 AND JANUARY 31, 2000)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                      Nine Months Ended                          Three Months Ended
                                            January 31, 2001   January 31, 2000         January 31, 2001   January 31, 2000
----------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>                <C>                      <C>                <C>
Revenues:
         Equipment sales                      $    170,000       $    349,000             $     32,000       $    118,000
         Service revenues                          969,000          1,090,000                  302,000            400,000
                                              ------------       ------------             ------------       ------------
         Total revenues                          1,139,000          1,439,000                  334,000            518,000

Cost and expenses:
         Cost of equipment sold                    134,000            204,000                   21,000             43,000
         Service expenses                          783,000            736,000                  264,000            287,000
         General and administrative                943,000            968,000                  290,000            286,000
         Selling and marketing                     213,000            215,000                   77,000             69,000
         Research and development                  100,000             45,000                   28,000             12,000
                                              ------------       ------------             ------------       ------------

         Total cost and expenses                 2,173,000          2,168,000                  680,000            697,000

Loss from operations                            (1,034,000)          (729,000)                (346,000)          (179,000)


Other income and expense:
         Interest expense                         (217,000)          (129,000)                 (80,000)           (54,000)
         Other income                              102,000             (4,000)                  28,000               ( - )
                                              ------------       ------------             ------------       ------------

         Total other income/(expense)             (115,000)          (133,000)                 (52,000)           (54,000)


Net loss                                      $ (1,149,000)      $   (862,000)            $   (398,000)      $   (233,000)
                                              ============       ============             ============       ============

Net loss per share -
  Basic and Diluted (Note 5)                  $      (0.06)      $      (0.06)            $      (0.02)      $      (0.01)
                                              ============       ============             ============       ============
</TABLE>




                             See accompanying notes.


                                       4
<PAGE>


                        ABC DISPENSING TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  Nine Months Ended     Nine Months Ended
                                                                   January 31, 2001     January 31, 2000
---------------------------------------------------------------------------------------------------------

<S>                                                                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

      Net cash from operating activities                             $  (824,000)          $(1,285,000)

CASH FLOWS USED IN INVESTING ACTIVITIES
---------------------------------------

      Purchases of property, plant and equipment                               -                (8,000)
                                                                     -----------           -----------
      Net cash used in investing activities                                                     (8,000)

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

      Net proceeds from issuance of notes payable                        700,000             1,250,000
      Proceeds from collection of stockholders receivable                      -                20,000
      Other                                                                    -                66,000
                                                                     -----------           -----------
      Net cash provided by financing activities                          700,000             1,336,000
                                                                     -----------           -----------
      Net (decrease)/increase in cash and cash equivalents             (124,000)                43,000
      Cash and cash equivalents at beginning of period                   163,000                65,000
                                                                     -----------           -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $    39,000           $   108,000
------------------------------------------                           ===========           ===========
</TABLE>




                             See accompanying notes.


                                       5
<PAGE>

                        ABC DISPENSING TECHNOLOGIES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      (NINE MONTHS ENDED JANUARY 31, 2001)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                Common
                                Number of        Stock                   Additional        Retained
                                Shares of       $.01 Par    Preferred      Paid-in         Earnings       Treasury
                              Common Stock       Value        Stock        Capital      (Deficiency)        Stock          Total
                              ------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>         <C>          <C>            <C>              <C>            <C>
Balance at April 30, 2000       21,888,336      $219,000    $5,608,000   $20,654,000    $(27,492,000)    $   (2,000)    $(1,013,000)

     Preferred Stock Dividend    1,381,640        14,000                     238,000        (252,000)                         ( -0-)

     Net loss                                                                             (1,149,000)                    (1,149,000)
                              ------------------------------------------------------------------------------------------------------

BALANCE AT JANUARY 31, 2001     23,269,976      $233,000    $5,608,000   $20,892,000    $(28,893,000)    $   (2,000)    $(2,162,000)
                              ======================================================================================================
</TABLE>




                             See accompanying notes


                                       6
<PAGE>

                        ABC DISPENSING TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (INFORMATION AS OF JANUARY 31, 2001 AND FOR THE NINE
                  MONTHS ENDED JANUARY 31, 2001 IS UNAUDITED)

         The accompanying, unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United State of America applicable to interim financial statements.
Accordingly, they do not include all of the information and notes required for
complete financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been included and are of a normal recurring nature. Operating results for
the nine months ended January 31, 2001, are not necessarily indicative of the
results that may be expected for the year ending April 30, 2001. These financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K filed with the Securities and
Exchange Commission on August 4, 2000.

         When used in this report, the words "estimate", "project", "intend",
"expect", "believe" and similar expressions are used to identify forward-looking
statements. Such statements are subject to risks and uncertainties that could
cause actual results to differ materially. Such risks include, without
limitation, substantial competition, future capital needs, uncertainty of
additional financing, potential future dilution, dependence on key-personnel and
uncertainty as to full scale commercialization of the company's products.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. There can be no assurances
that the company's forward-looking statements will prove to be true. The company
undertakes no obligation to publicly release updates or revisions to these
statements.

1.       SIGNIFICANT ACCOUNTING POLICIES

         In fiscal year 2000, the Company changed its fiscal year end from a
52-53 week period ending on the Saturday closest to April 30 to an April 30 year
end, to more closely align closing periods with its major customers and vendors.
This change has increased the number of days included in the financials for the
nine months ending January 31, 2000, from 276 calendar days to 282 calendar
days. An estimate of the impact of this six day change on a performa basis
yields sales of #12,000, gross margin of $2,000 and allocated selling, general
and administrative expenses of $18,000 resulting in a net loss of $16,000.

2.       GOING CONCERN UNCERTAINTY

         The Company has reported a net loss for each year of operation since
its inception except for 1989, and as of January 31, 2001, has an accumulated
deficit of $28,893,000. The Company had negative cash flow from operating
activities of $1,375,000, $1,453,000, and $1,594,000 for the years ended April
30, 2000, April 24, 1999, and April 25, 1998, respectively. For the nine months
ended January 31, 2001, the Company had negative cash flow from operating
activities of $824,000 and $1,285,000 for the nine months ended January 31,
2000. Management expects that the Company will continue to incur losses and use
cash in operations in the near future.

        Management recognizes the Company must generate additional funds to
ensure continuation of operations. The Company has been able to raise $6,573,000
in capital from private investors over the past four years through private
placements of both preferred and common stock. The Company raised $1,500,000
during the fiscal year ended April 30, 2000 using interest bearing Notes
Payable. The Company is continuing in it efforts to raise capital. The Company
hopes to satisfy its short-term (i.e., the next 12-month period) capital
requirements with the use of proceeds from the private placement of its 9%
Convertible Cumulative Preferred Stock and notes payable. The Company is
currently attempting to raise additional capital through an offering of its
Convertible Preferred Stock. The exact terms of this offering have not been
finalized. The company hopes to satisfy its longer-term capital needs with
additional proceeds of offerings of the Company's equity and/or debt securities,
improvements in operational cash flow, warrant exercise proceeds, and
traditional credit facilities. There can be no assurance that at any time a
sufficient market for the Company's equity offerings or debt financings will be
available upon commercially reasonable terms, if at all. Further, there can be
no assurance, assuming the Company does successfully raise additional capital,
that the Company will achieve profitable operations or positive cash flow. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. No adjustments to the amounts or classification of assets and
liabilities, which could result from the outcome of this uncertainty, are
reflected in the consolidated financial statements.


                                       7
<PAGE>


                        ABC DISPENSING TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (INFORMATION AS OF JANUARY 31, 2001 AND FOR THE NINE
                  MONTHS ENDED JANUARY 31, 2001 IS UNAUDITED)


3.       INVENTORIES

At January 31, 2001 and April 30, 2000, inventories consisted of the following:

<TABLE>
<CAPTION>
                                                                    January 31, 2001     April 30, 2000
                                                                    -----------------    ---------------
<S>                                                                 <C>                  <C>
Raw Materials                                                               $713,000           $742,000
Work-in-process                                                              210,000            225,000
Finished goods                                                               320,000            314,000
                                                                    -----------------    ---------------
                                                                          $1,243,000         $1,281,000
                                                                    =================    ===============
</TABLE>

         The above amounts are net of obsolescence reserves of $479,000 at
both January 31, 2001 and April 30, 2000.

4.       FINANCING ARRANGEMENTS

At January 31, 2001 and April 30, 2000, long-term debt consisted of the
following:


<TABLE>
<CAPTION>
                                                                    January 31, 2001     April 30, 2000
                                                                    -----------------    ---------------
<S>                                                                 <C>                  <C>
Note payable to bank                                                        $221,000           $231,000
Note payable - Private party                                               2,475,000          1,902,000
(Less unamortized discount of $125,000 and
$148,000 for January and April respectfully)
Other                                                                          2,000              5,000
                                                                    -----------------    ---------------
                                                                           2,698,000          2,138,000
Less amounts due within one year                                             (19,000)           (19,000)
                                                                    -----------------    ---------------

Total Long-term debt                                                      $2,679,000         $2,119,000
                                                                    =================    ===============
</TABLE>

         The note payable to bank, which is secured by the Company's
headquarters facility, has an adjustable interest rate (9.25% at January 31,
2001) which may not increase or decrease by more than 3% once every three years.

         On August 1, 1999, the Company renegotiated most of the 10% APR, short
term notes to a 5 year, 10% APR Promissory Note that comes due on August 1,
2004. This note is collateralized with the intellectual property of the Company.
In return for converting the short term notes to long term, the Company issued 5
year Warrants to Purchase 2,500,000 Shares of Common Stock at the then current
market price of $.10 per share. The Warrants have been valued at $175,000 using
the Black-Scholes Option Pricing Model, using the following weighted average
assumptions: A Risk-Free interest rate of 6.355% and an expected volatility of
88.55%. A discount on the notes payable has been recorded for that amount which
will be amortized on a straight line basis over the term of the notes. During
the nine months ended January 31, 2001, the Company raised an additional
$550,000 of capital using this long term Promissory Note.

At January 31, 2001, the Company had raised $325,000 from short-term notes. The
interest rate on these notes is 12%. $150,000 of the $325,000 was raised for the
nine months ended January 31, 2001.


                                       8
<PAGE>

                        ABC DISPENSING TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (INFORMATION AS OF JANUARY 31, 2001 AND FOR THE NINE
                  MONTHS ENDED JANUARY 31, 2001 IS UNAUDITED)

5.       NET LOSS PER SHARE

The following table sets forth the computation of net loss per share -- basic
and diluted:

<TABLE>
<CAPTION>
                                                                    Nine  Months Ended           Three Months Ended
                                                                January 31,       January 31,      January 31,     January 31,
                                                                       2001              2000             2001            2000
<S>                                                          <C>               <C>             <C>            <C>
Numerator:

  Net Loss                                                   $  (1,149,000)    $    (862,000)       $(398,000)   $   (233,000)
  Preferred Stock Dividends                                       (252,000)         (252,000)            ( - )         (   - )
                                                                  ---------         ---------   --------------   -------------
  Numerator for net loss per share - loss attributable
    to common shareholders                                   $  (1,401,000)    $  (1,114,000)       $(398,000)   $   (233,000)

Denominator:
  Denominator for basic and diluted earnings
    per share - weighted-average shares                          22,502,627        19,036,896       23,256,082      19,175,223
                                                                 ----------        ----------       ----------   -------------

Net loss per share -- basic and diluted                      $       (0.06)    $       (0.06)  $        (0.02)   $      (0.01)
                                                             ==============    ==============  ===============   =============
</TABLE>

         The effect of potentially dilutive securities have not been included in
the above computations since such securities would have been anti-dilutive for
the periods presented. These potentially dilutive securities consisted of
options and warrants to purchase 7,483,953 and 4,105,585 shares of Common Stock
as of January 31, 2001 and January 31, 2000, respectively.

6.       PREFERRED STOCK

         In September 1996 the shareholders of the Company approved an amendment
to the Company's Certificate of Incorporation to authorize up to 5,000,000
shares of Preferred stock. To date, the Company has authorized 840 shares as
Series A Preferred Stock, 160 shares of Series B Preferred Stock and 200 shares
of Series C Preferred Stock.

         The Company offered shares of 9% convertible cumulative redeemable
Preferred Stock, Series A ("Series A Preferred Stock") in exchange for the
surrender of the Company's outstanding $25,000, 9% Convertible Subordinated
Redeemable Notes due August 1, 1999 ("Notes").

         As of January 31, 2001, through private placements, the Company issued
399 shares of Series A Preferred Stock in exchange for notes or $12,500 cash per
share, generating gross proceeds of $4,987,500 to the Company.

         The Series A Preferred Stock is convertible at the option of the
holder, in whole or in part, at any time after March 1, 1997 (the "Initial
Conversion Date") into Common Stock of the Company at a price per share of
Common Stock equal to (i) $1.00 per share, or (ii) such adjusted price as may
from time to time be adjusted (the "Conversion Price"). If converted into Common
Stock, each Preferred Share will entitle the holder to receive warrants to
purchase a number of shares of Common Stock at a price of $1.25 per share, equal
to the number of shares of Common Stock into which the Preferred Shares were
converted. The warrants will be valid for a period of five years commencing from
the date of issuance.

         The Series B Preferred Stock is convertible at the option of the holder
into Common Stock of the Company at a price of $.75 per share and is identical
to Series A Preferred Stock in all other aspects. The Company has authorized 160
shares and sold 24 shares as of April 24, 1999, generating gross proceeds of
$300,000.


                                       9
<PAGE>

                        ABC DISPENSING TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (INFORMATION AS OF JANUARY 31, 2001 AND FOR THE NINE
                  MONTHS ENDED JANUARY 31, 2001 IS UNAUDITED)

6.       PREFERRED STOCK (CONT.)

         The Series C Preferred Stock is a $10,000 denomination, 9% convertible
cumulative redeemable issue with a conversion price of $.25 per share. There are
no warrants attached to this issuance. The Company has authorized 200 shares and
sold 37 shares through April 24, 1999, generating gross proceeds of $370,000.

         Series A, B, and C Preferred Shares pay dividends semi-annually each
February 1, and August 1, commencing on February 1, 1997. The Company may elect
to pay dividends in the form of Common Stock of the Company issued at 90% of the
then current market price of the Common Stock. For the purposes of this
calculation the "current market price" shall mean the average of the daily
closing prices for each of the thirty consecutive business days prior to such
dividend date.

         On June 11, 1999, the Company paid its February 1, 1999 Preferred Stock
dividend requirement by issuing common stock. The total number of common shares
issued for the dividend was 1,231,565. The shares were valued at $0.191 per
share.

         On April 18, 2000, the Company paid its August 1, 1999 and February 1,
2000, Preferred Stock dividend requirements by issuing common stock. The total
number of shares issued for August 1, 1999 was 924,408 and were valued at
$0.2714 per share. The total number of shares issued for February 1, 2000 was
1,795,880 and were valued at $0.1404 per share.

         On October 3, 2000 the Company paid its August 1, 2000 Preferred Stock
dividend requirement by issuing common stock. The total number of shares issued
was 1,381,640 and were valued at $0.1826 per share.

         The company plans to issue common stock to satisfy the February 1, 2001
preferred stock dividend during the fourth quarter of FY 2001. The total number
of shares to be issued is 5,471,822 and will be valued at $0.0461 per share.


                                       10
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


NINE MONTHS ENDED JANUARY 31, 2001 COMPARED TO THE NINE MONTHS ENDED
JANUARY 31,2000

         The net loss for the nine months ended January 31, 2001 was $1,149,000,
an increase of $287,000, or 33.3% from the net loss of $862,000 for the nine
months ended January 31, 2000.

<TABLE>
<CAPTION>
                    REVENUES                                  Nine Months Ended
                                                              -----------------
                                                   January 31,               January 31,
                                                      2001                       2000

                    <S>                             <C>                       <C>
                    Equipment sales                 $  170,000                $  349,000
                    Service revenues                   969,000                 1,090,000
                                                    ----------                ----------
                    TOTAL                           $1,139,000                $1,439,000
                                                    ==========                 =========
</TABLE>

         Equipment sales for the first nine months of FY 2001, (ending January
31, 2001) decreased $179,000, or 51.3%, over the same period of the prior year.
Sales of paint colorant dispensers decreased $132,000. Sales of the Royal
Match(R) paint colorant dispensers have decreased because the equipment has not
yet gained widespread market acceptance. Sales of beverage equipment decreased
$47,000, the Company is not actively marketing its beverage equipment.

         Service revenues for the first nine months of FY 2001 decreased
$121,000, or 11.1% from the same period of the prior year. The decrease resulted
from a reduction of service agreements of $43,000 a decrease in service parts
and charges of $71,000 due to completion of equipment upgrades for the period
ending January 31, 2000, and a reduction in juice sales of 7,000.



<TABLE>
<CAPTION>
                   GROSS MARGINS                               Nine Months Ended
                                                               -----------------
                                                         January 31,       January 31,
                                                            2001              2000

                   <S>                                      <C>               <C>
                   Equipment                                22.0%             46.1%
                                                            =====             =====
                   Service                                  20.5%             32.6%
                                                            =====             =====
                   TOTAL                                    20.8%             35.7%
                                                            =====             =====
</TABLE>

         For the first nine months of FY 2001 gross margin as a percentage of
sales on equipment decreased 24.1 points from the same period of the prior year.
The decrease resulted from lower unit prices due to a change in pricing strategy
implemented during fiscal year 2001.

         For the first nine months of FY 2001 gross margin as a percentage of
service revenues decreased 12.1 points over the same period of the prior year.
The decrease resulted from a reduction of service agreements and a decrease in
service parts and charges.

GENERAL AND ADMINISTRATIVE

         For the first nine months of FY 2001 general and administrative
expenses decreased $25,000, or 2.6%, to $943,000, as compared to the same period
of FY 2000. This was due to fewer general and administrative resources being
employed.

SELLING AND MARKETING EXPENSES

         For the first nine months of FY 2001 selling and marketing expense
decreased $2,000, or .1%, to $213,000, down from $215,000 for the same period of
FY 2000. The decrease is due primarily to lower travel expenses.


                                       11
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                         RESULTS OF OPERATIONS (CONT.)


RESEARCH AND DEVELOPMENT

         For the first nine months of FY 2001, research and development expenses
increased $55,000, or 122%, to $100,000. The increase is due to a reallocation
of existing resources into software enhancement efforts required to modify the
Royal Match(R) paint dispensing system to meet the needs of new customers.

INTEREST EXPENSE

         For the first nine months of fiscal 2001 interest expense increased
$88,000, or 68.2%, to $217,000. The increase is due to higher note payable
balances.

OTHER INCOME

         Other income increased $106,000 to $102,000 for the first nine months
of FY 2001. The increase was due to adjustments needed to prior year estimates.


                                       12
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2001 COMPARED TO THE THREE MONTHS ENDED
JANUARY 31, 2000

         The net loss for the three months ended January 31, 2001 was $398,000,
an increase of $165,000, or 70.1% over the net loss of $233,000 for the three
months ended January 31, 2000.



<TABLE>
<CAPTION>
REVENUES                                                  Three Months Ended
                                                          ------------------
                                                    January 31,         January 31,
                                                        2001                2000

<S>                                                   <C>                <C>
Equipment sales                                        $32,000           $118,000
Service revenues                                       302,000            400,000
                                                      --------           --------
   Total                                              $334,000           $518,000
                                                      ========           ========
</TABLE>

         Equipment sales for the three months of fiscal 2001, ending January 31,
2001 decreased $86,000, or 72.9%, over the same period of the prior year. Sales
of paint colorant dispensers decreased $105,000. Sales of the Royal Match(R)
paint colorant dispensers have decreased because the equipment has not yet
gained widespread market acceptance and suggested list prices for the equipment
has been decreased by approximately 35%. Sales of beverage equipment increased
$14,000, or 13% over the same period of the prior year, the Company is not
actively marketing its beverage equipment but is supporting dealer sales in
Canada and accepting orders from domestic customers.

         Service revenues for the three months ending January 31, 2001 decreased
$98,000, or 24.5% from the same period of the prior year. The decrease is due to
a reduction in beverage parts of $23,000 and paint parts of $32,000, and lower
service agreement revenues of $43,000.

<TABLE>
<CAPTION>
GROSS MARGINS                                                 Three Months Ended
                                                              ------------------
                                                         January 31,       January 31,
                                                            2001              2000

<S>                                                         <C>               <C>
Equipment                                                   46.8%             63.6%
                                                            =====             =====
Service                                                     12.5%             36.3%
                                                            =====             =====
   Total                                                    16.7%             36.3%
                                                            =====             =====
</TABLE>

         For the three months ended January 31 of fiscal 2001 gross margin as a
percentage of sales on equipment decreased 16.8 points from the same period of
the prior year. The decrease resulted from lower list price decreases due to a
change in pricing strategy implemented during fiscal 2001.

         For the three months ended January 31 of fiscal 2001 gross margin as a
percentage of service revenues decreased 23.8 points over the same period of the
prior year. The decrease is attributable to lower service labor revenues.

GENERAL AND ADMINISTRATIVE

         For the three months ended January 31 of fiscal 2001 general and
administrative expenses increased $4,000, or 1.4%, to $290,000, as compared to
the same period of fiscal 2000. This was due to a reallocation of existing
resources.

SELLING AND MARKETING EXPENSES

         For the three months ended January 31 of fiscal 2001 selling and
marketing expense increased $8,000, or 11.6%, to $77,000 up from $69,000 for the
same period of FY 2000. The increase is due to increased marketing travel
associated with new accounts.


                                       13
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)

RESEARCH AND DEVELOPMENT

         For the three months ended January 31 of fiscal 2001, research and
development expenses increased $16,000, or 133%, to $28,000. The increase is due
to a reallocation of existing resources into software enhancement efforts
required to modify the Royal Match(R) paint dispensing system to meet the needs
of new customers.

INTEREST EXPENSE

         For the three months ended January 31 of fiscal 2001 interest expense
increased $26,000, or 48.1%, to $80,000. This is a result of higher notes
payable balances.

OTHER INCOME/(EXPENSE)

         For the three months ended January 31 of fiscal 2001, other income
improved $28,000 due to adjustments in accrued liabilities.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash balance decreased to $39,000 as of January 31, 2001
from $163,000 at April 30, 2000. Operations for the nine months ended January
31, 2001 required cash of $824,000 a decrease of $461,000, or 35.9%, when
compared to the nine months ended January 31, 2000. The $824,000 use of cash was
caused by a net loss of $1,149,000 and a decrease in accounts receivable of
$225,000.

         Consistent with prior years, the Company's primary source of liquidity
has been private placements of debt and equity derivative instruments. During
the fiscal year ended April 30, 2000, the Company generated $1,500,000 from the
private issuance of notes payable.

         In August, 1997, to raise additional capital, the Company began issuing
short term promissory notes through a private placement. The notes are sold in
multiples of $12,500, or fractions thereof, and accrue interest at the rate of
10%, with principal and interest due at maturity. The initial maturity date was
June 30, 1998, however, the Company had the option, which it exercised, to
extend the maturity date to December 31, 1998. The Company extended the maturity
date through negotiations with Holders of the Notes and their representatives
until December 31, 1999. On August 1, 1999, the Company renegotiated most of the
10% APR, short term notes to a 5 year, 10% APR Promissory Note that comes due on
August 1, 2004. These notes are collatoralized with the intellectual property of
the Company. In return for converting the short term note to long term, the
Company issued 5 year Warrants to Purchase 2,500,000 Shares of Common Stock at
the then current market price of $.10 per share. The Warrants have been valued
at $175,000 using the Black-Scholes Option Pricing Model, using the following
weighted average assumptions: A Risk-Free interest rate of 6.355% and an
expected volatility of 88.55%. A discount on the notes payable has been recorded
for that amount which will be amortized on a straight line basis over the term
of the notes. During the quarter ended January 31, 2001, the Company raised an
additional $250,000 of capital using this long term Promissory Note. As of
January 31, 2001, the Company has issued notes in the aggregate of $2,600,000.
The Company anticipates using proceeds of equity offerings, additional
extensions, or other re-financing options to satisfy the notes.

         The Company intends to satisfy its short-term (i.e., the next 12-month
period) capital requirements using the proceeds of offerings of its equity
securities and the issuance of additional notes. The Company is currently
attempting to raise at least $2,000,000 through an offering of its convertible
preferred stock. Longer-term capital needs are anticipated to be satisfied by
additional proceeds of offerings of the Company's equity and/or debt securities,
improvements in operational cash flow, warrant exercise proceeds, and
traditional credit facilities. There can be no assurance that at any time a
sufficient market for the Company's equity offerings or debt financings will be
available upon commercially reasonable terms, if at all.


                                       14
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS (CONT.)

         The Company's long-term capital plan is critically dependent upon the
commercial success of its Products and, to the extent success is not timely
achieved, its ability to implement significant cost reduction programs. Toward
this end, Management has taken steps to increase revenue through sales and
marketing efforts that include the redeployment of research and development
resources of the Company to work closely with the Company's existing and
prospective customers in the paint and beverage industry. If it becomes
necessary to implement significant cost reduction programs, it is likely that
such programs will involve a significant curtailment of marketing and research
and development activities as well as payroll reductions which would likely have
an adverse affect on future operating results. There can be no assurance that
the Company will be successful in generating operating profit and sufficient
operational cash flow through the commercial success of its products or any such
cost reduction programs. If the Company is not successful in this regard,
Management will have to consider alternative uses of its assets including the
possible licensing or outright sale of one or more of its proprietary
technologies.

         The current liquidity position of the Company and the inability of
operations to generate positive cash flow raises doubt about the Company's
ability to continue as a going concern (see Note 2 to the Financial Statements).


                                       15
<PAGE>

                           PART IV - OTHER INFORMATION

                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are incorporated by reference herein, via 10k
         filed on August 2, 1999, or annexed to this quarterly report.

(3.1)    Certificate of Incorporation of the Registrant.

(3.2)    Bylaws of the Registrant.

(10.1)   Employment agreement dated March 1, 1997 by and between the Registrant
         and Charles M. Stimac, Jr.

(10.3)   Amended 1995 Stock Option Plan.

(11.1)   Statement regarding computation of per share earnings (see Financial
         Statements at Item 1 of this Quarterly Report on Form 10-Q).

(24.)    Power of attorney (included on the signature page hereof).

(c)      Current reports on Form 8-K during the quarter ended January 31, 2001.

         During the first nine months of FY 2001, the Company filed no reports
         on Form 8-K.


                                       16
<PAGE>

                                    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.

                                         ABC Dispensing Technologies, Inc.
                                       ------------------------------------



Date: March 16, 2001                   /s/ Charles M. Stimac, Jr.
      -------------------       -----------------------------------------
                                       Charles M. Stimac, Jr.
                                           President/CEO


                                       17