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 July 31, 1999
                                       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
<TABLE>
<CAPTION>

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

         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 September 16, 1999 was 19,168,049 shares.

                                       -1-


<PAGE>
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<CAPTION>

                                      Index

               ABC Dispensing Technologies, Inc. and Subsidiaries


Part I   Financial Information                                                                                       Page No.
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<S>                                                                                                                  <C>
Item 1.  Financial Statements (Unaudited)

         Consolidated balance sheets - July 31, 1999 and April 24, 1999                                                   3

         Consolidated statements of operations - Three months ended July 31, 1999 and
         July 25, 1998                                                                                                    4

         Consolidated statements of cash flows -- Three months ended July 31, 1999 and July 25, 1998                      5

         Consolidated statement of stockholders' equity -- Three months ended July 31, 1999                               6

         Notes to consolidated financial statements                                                                    7-10

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                        11-13


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                                                                                       14



Signature                                                                                                                15

</TABLE>

                                       -2-


<PAGE>
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<CAPTION>
                        ABC DISPENSING TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS


ASSETS                                                                            July 31, 1999              April 24, 1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                       <C>
Current Assets
         Cash and cash equivalents                                                   $      9,000              $     65,000
         Accounts receivable, less allowance for doubtful accounts
           of $61,000 as of July 31 and $60,000 as of April 24                             72,000                   202,000
         Inventories (Note 3)                                                           1,559,000                 1,497,000
                                                                                  ---------------            --------------
         Total current assets                                                           1,640,000                 1,764,000

Property, plant, and equipment                                                            747,000                   745,000

Other assets:
         Intangible assets, less accumulated amortization of
           $489,000 as of July 31 and $640,000 as of April 24                              22,000                    22,000
         Patents pending and deferred charges                                             117,000                    91,000
                                                                                  ---------------            --------------
                                                                                          139,000                   113,000
                                                                                  ---------------            --------------

Total Assets                                                                         $  2,526,000              $  2,622,000
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities
         Current portion of long-term debt                                           $     25,000              $     25,000
         Short-term notes payable (Note 4)                                              1,145,000                   725,000
         Accounts payable                                                                 645,000                   885,000
         Accrued liabilities:
         Accrued interest                                                                  94,000                    67,000
         Employee compensation and benefits                                               222,000                   134,000
         Warranty reserve                                                                 134,000                   157,000
         Other                                                                            151,000                   171,000
         Deferred income                                                                  399,000                   364,000
                                                                                  ---------------            --------------
         Total current liabilities                                                      2,815,000                 2,528,000

Long-term debt                                                                            224,000                   233,000

Stockholders' equity/(deficit) (Note 6):
         Preferred Stock - Series A, 9% cumulative;
          authorized 840 shares 399 and 374 shares issued
          and outstanding in 1999  and 1998, respectively
         Series B, 9% cumulative authorized 160 shares
          24 shares issued in 1999
         Series C, 9% cumulative authorized 200 shares
          37 shares issued in 1999                                                      5,608,000                 5,608,000
         Common Stock, $.01 par value; authorized 50,000,000
           shares; 19,155,548 as of July 31 and 17,936,483 as of April 24
           shares issued respectively                                                     192,000                   179,000
         Additional paid-in capital                                                    19,972,000                19,768,000
         Accumulated deficit                                                        (  26,285,000)            (  25,674,000)
                                                                                  ---------------            --------------
                                                                                    (     513,000)            (     119,000)
         Less notes receivable - stockholders                                                                 (      20,000)
                                                                                  ---------------            --------------
            Total Stockholders' Equity/(Deficit)                                    (     513,000)            (     139,000)
                                                                                  ---------------            --------------
Total Liabilities and Stockholders' Equity/(Deficit)                                 $  2,526,000              $  2,622,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.

                                       -3-
<PAGE>
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<CAPTION>
                        ABC DISPENSING TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                    UNAUDITED

                                                               Three Months Ended      Three Months Ended
                                                                 July 31, 1999            July 25, 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                      <C>
Revenues:
         Equipment sales                                        $     60,000             $    470,000
         Service revenues                                            296,000                  186,000
                                                               -------------            -------------
                                                                     356,000                  656,000

Cost and expenses:
         Cost of equipment sold                                       28,000                  328,000
         Service expenses                                            217,000                  256,000
         General and administrative                                  396,000                  387,000
         Selling and marketing                                        75,000                  111,000
         Research and development                                     19,000                   83,000
                                                               -------------            -------------

                                                                     735,000                1,165,000
                                                               -------------            -------------

Loss from operations                                              (  379,000)             (   509,000)


Other income (expense)
         Interest expense                                         (   32,000)             (    48,000)
         Equity in loss of joint venture (Note 7)                          -              (    24,000)
         Other, net                                                        -                   41,000
                                                               -------------            -------------
                                                                  (   32,000)             (    31,000)
                                                               -------------            -------------


Net loss                                                        $ (  411,000)            $(   540,000)
                                                               -------------            -------------


Net loss per share - Basic and Diluted (Note 5)                 $ (      0.3)            $(      0.04)
                                                               -------------            -------------

</TABLE>
                             See accompanying notes.

                                       -4-

<PAGE>
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<CAPTION>
                        ABC DISPENSING TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    UNAUDITED

                                                                              Three Months Ended
                                                                   July 31, 1999          July 25, 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                   <C>
Cash flows from operating activities:
-------------------------------------

Net cash used in operating activities:                               $ ( 477,000)          $ ( 438,000)

Cash flows from investing activities:
-------------------------------------

      Additions to property, plant, and equipment                                            (   3,000)
      Investment in joint venture                                              -             (  59,000)
                                                                 ---------------        --------------

Net cash used in investing activities                                          -             (  62,000)

Cash flows from financing activities:
-------------------------------------

      Proceeds from private placement                                          -               313,000
      Proceeds from (repayments of)  line of credit                            -             ( 134,000)
      Proceeds from collection of stockholders receivables                 1,000                 1,000
      Proceeds/(Repayment) of notes payable                              420,000             (  12,000)
                                                                 ---------------        --------------

Net cash provided by financing activities                                421,000               168,000
                                                                 ---------------        --------------

Net decrease in cash and cash equivalents                              (  56,000)            ( 332,000)
Cash and cash equivalents at beginning of year                            65,000               351,000
                                                                 ---------------        --------------

Cash and cash equivalents at end of period                           $     9,000           $    19,000
                                                                 ===============        ==============
</TABLE>
                             See accompanying notes.

                                       -5-


<PAGE>
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<CAPTION>
                        ABC DISPENSING TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        Three months ended July 31, 1999
                                    Unaudited

                                                        Common
                                         Number of       Stock                         Additional        Retained           Notes
                                         Shares of     $.01 Par       Preferred          Paid-in         Earnings        Receivable
                                      Common Stock      Value            Stock           Capital       (Deficiency)     Stockholders
                                   -------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>             <C>              <C>                <C>
Balance at April 24, 1999              17,936,483      $179,000       $5,608,000      $19,768,000      $(25,674,000)      $(20,000)

     Preferred Stock Dividend
     Warrants Outstanding -
        Original Issue Discount         1,231,565        12,000                           223,000          (235,000)
        (Note 9)


     Collection on notes receivable-
          stockholders                    (12,500)                                        (19,000)                          19,000


     Return of collateral on
          notes receivable                                                                                                   1,000


     Net loss                                                                                              (411,000)


Balance at July 31, 1999               19,155,548      $192,000       $5,608,000      $19,972,000      $(26,320,000)      $  (-0-)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             See accompanying notes.

                                       -6-


<PAGE>
                        ABC DISPENSING TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (information as of July 31, 1999 and for the three
                    months ended July 31, 1999 is unaudited)

The accompanying, unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
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 three months ended July 31,
1999, are not necessarily indicative of the results that may be expected for the
year ending April 30, 2000. 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
2, 1999.

1.       Significant accounting policies

The Company has changed the fiscal year end to April 30, 2000 to more closely
align closing periods with its major customers and vendors. This change has
increased the number of days included in the financials from 91 calendar days to
97 calendar days. An estimate of the impact of this six day change on a proforma
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 July 31, 1999, has an accumulated deficit
of $26,320,000. The Company had negative cash flow from operating activities of
$1,453,000, $1,594,000, and $2,684,000 for the years ended April 24, 1999, April
25, 1998, and April 26, 1997, respectively. 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 is continuing in it
efforts to raise capital through private placements of 9% Convertible Cumulative
Preferred Stock. Proceeds from private placements will be used to reduce
accounts payable and provide additional working capital. No assurances, however,
can be given that the Company will be successful in raising additional capital.
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.

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 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. 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.

3.       Inventories

At July 31, 1999 and April 24, 1999, inventories consisted of the following:

                                         July 31, 1999         April 24, 1999
                                       -----------------    -------------------
Raw Materials                                 $ 881,000     $          907,000
Work-in-process                                 345,000                275,000
Finished goods                                  333,000                315,000
                                       -----------------    -------------------
                                             $1,559,000             $1,497,000
                                       =================    ===================

The above amounts are net of obsolescence reserves of $488,000 and $474,000 at
July 31 and April 24, respectively.

                                       -7-

<PAGE>
                        ABC DISPENSING TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (information as of July 31, 1999 and for the three
                    months ended July 31, 1999 is unaudited)


4.       Financing arrangements

In October of 1998, the Company began to issue notes payable secured by the
patent technology owned by the Company. The notes accrue interest at an annual
rate of 10%. The Company was able to generate $420,000 during the quarter ended
July 31, 1999 with this instrument and $810,000 since October of 1998.

5.       Net loss per share

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

                                                                                                  3 Months Ended
                                                                                      -------------------------------------
                                                                                          July 31,               July 25,
                                                                                            1999                   1998
<S>                                                                                    <C>                     <C>
Numerator:

  Net Loss                                                                             $ ( 411,000)            $ ( 540,000)
  Preferred Stock Dividends                                                              ( 223,000)              ( 103,000)
                                                                                       -----------           -------------
  Numerator for net loss per share - loss attributable
    to common shareholders                                                             $ ( 643,000)            $ ( 634,000)

Denominator:
  Denominator for basic and diluted earnings
    per share - weighted-average shares                                                 19,168,049              17,591,498
                                                                                      ------------           -------------

Net loss per share -- basic and diluted                                                $    ( 0.03)            $    ( 0.04)
                                                                                      ============           =============

</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 5,287,500 and 3,244,719 shares of Common Stock as of
July 31, 1999 and July 25, 1998, respectively.

                                       -8-


<PAGE>
                        ABC DISPENSING TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (information as of July 25, 1998 and for the three
                    months ended July 25, 1998 is unaudited)


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 April 24, 1999, 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 $4,988,000 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 form 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.

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 October 7, 1997, the Company paid its February 1 and August 1, 1997 Preferred
Stock dividend requirements by issuing common stock. The total number of common
shares issued for the February 1, 1997 dividend was 61,240. The shares were
valued at $1.094 per share. The total number of common shares issued for the
August 1, 1997 dividend was 179,828.
The shares were valued at $0.844 per share.

On April 15, 1998, the Company paid its February 1, 1998 Preferred Stock
dividend requirement by issuing common stock. The total number of common shares
issued for the February 1, 1998 dividend was 228,636. The shares were valued at
$0.733 per share.

On October 15, 1998, the Company paid its August 1, 1998 Preferred Stock
dividend requirement by issuing common stock. The total number of common shares
issued for the dividend was 274,985. The shares were common stock. The shares
were valued at $0.75 per share.

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.


                                       -9-

<PAGE>

                        ABC DISPENSING TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (information as of July 25, 1998 and for the three
                    months ended July 25, 1998 is unaudited)


7.       Joint venture agreement

On June 25, 1997, the Company entered into a joint venture agreement with Damon
Industries, a privately-owned national juice manufacturer with headquarters in
Sparks, Nevada, to form the "Virtual Squeeze" joint venture. The purpose of the
joint venture is to provide shelf-stable juice products and state-of-the-art
dispensing technology to health care facilities with high volume juice
consumption. Under the agreement, the Company will manufacture dispensing
equipment and provide technical support to the joint venture, and Damon will
manufacture fruit juice and provide marketing and administrative support for the
joint venture. The joint venture will finance the dispensing equipment through
sale/leaseback arrangements. The dispensing equipment will be placed in a
customer's facility at no charge providing the customer commits to purchasing
all of its juice from the Virtual Squeeze. Resulting profits or losses from the
juice sales will be split equally by the Company and Damon.

Through July 25, 1998, the Company has provided $328,000 of juice dispensing
equipment to joint venture and has incurred $91,000 in losses from the joint
venture's operations for a net investment of $237,000. The Company is to be
reimbursed for the cost of the equipment through revenues from juice sales made
by Virtual Squeeze.

On December 31, 1998, the joint venture was terminated with the mutual consent
of both parties. Changes in the strategic direction of the two organizations
made it necessary to liquidate the joint venture assets. The Company has taken
full control of the product line and the joint venture assets.

                                      -10-


<PAGE>

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


RESULTS OF OPERATIONS

Quarter ended July 31, 1999 compared to the Quarter ended July 25, 1998

The net loss for the three months ended July 31, 1999 was $411,000, a decrease
of $129,000, or 23.9% over the net loss of $540,000 for the three months ended
July 25, 1998.

Revenues                                      Three Months Ended
                                     July 31,                   July 25,
                                       1999                       1998

Equipment sales                       $  60,000                 $ 470,000
Service revenues                        296,000                   186,000
                                    -----------                ----------
   Total                              $ 356,000                 $ 656,000
                                    ===========                ==========

Equipment sales for the first three months of fiscal 2000, ending July 31, 1999
decreased $410,000, or 87.2%, over the same period of the prior year. Sales of
paint colorant dispensers decreased $380,000. 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 $16,000
because the Company is not actively marketing its beverage equipment.

Service revenues for the first three months of fiscal 2000 increased $110,000,
or 59.1% from the same period of the prior year. The increase is due to higher
service contract revenues of $44,000 on Royal Match(R) paint colorant dispensers
and $89,000 of juice sales from the Virtual Squeeze(R) business.

Gross margins                                       Three Months Ended
                                                July 31,          July 25,
                                                  1999              1998

Equipment                                         47.1%             42.4%
                                                  ====              ====
Service                                           11.6%            (25.2)%
                                                  ====              ====
   Total                                          17.3%             23.3%
                                                  ====              ====

For the first three months of fiscal 1999 gross margin as a percentage of sales
on equipment increased 4.7 points over the same period of the prior year. The
increase resulted from higher margins obtained from sales of the Royal Match(R)
paint dispensers to smaller, independent paint companies.

For the first three months of fiscal 1999 gross margin as a percentage of
service revenues increased 36.8 points over the same period of the prior year.
The increase is attributable to service contract revenues on Royal Match(R)
paint colorant dispensers and the inclusion of Virtual Squeeze(R) juice sales in
this category.

General and administrative

For the first three months of fiscal 2000 general and administrative expenses
increased $9,000, or 2.3%, to $396,000, as compared to the same period of fiscal
1999. This was due to fewer general and administrative resources being allocated
to marketing and research and development activities.

Selling and marketing expenses

For the first three months of fiscal 2000 selling and marketing expense
decreased $86,000, or 32.4%, to $75,000, down from $113,000 for the same period
of FY 1999. The decrease is due primarily to reorganization of the management
structure of the sales force.

                                      -11-


<PAGE>

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


Research and development

For the first three months of fiscal 2000, research and development expenses
decreased $64,000, or 77.1%, to $19,000. The decrease is due to completion of
the mechanical aspects of the Royal Match(R) paint colorant dispenser with new
development efforts being limited to software enhancement.

Interest expense

For the first three months of fiscal 2000 interest expense decreased $16,000, or
33.3%, to $32,000. The decrease is due to the amortization of the discount on
notes payable being completed in December, 1998.

Equity in loss of joint venture

The Company's equity in the loss of the Virtual Squeeze(R)joint venture for the
first three months of fiscal 1999 was $24,000. The losses are attributable to
the start up costs and marketing expenses of the joint venture.

On December 31, 1998, the joint venture was terminated with the mutual consent
of both parties. Changes in the strategic direction of the two organizations
made it necessary to liquidate the joint venture assets. The Company has taken
full control of the product line and the joint venture assets.

Other income

Other income decreased $41,000, or 100%, to $-0- for the first three months of
fiscal 2000. Other income for the fiscal year 1999 was attributable to a
distribution of excess earnings on fund assets by the Ohio Bureau of Worker's
Compensation.
                                      -12-


<PAGE>

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


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash balance decreased to $9,000 as of July 31, 1999 from $65,000
at April 24, 1999. Operations for the three months ended July 31, 1999 required
cash of $447,000 an increase of $39,000, or 8.9%, when compared to the three
months ended July 25, 1998. The $447,000 use of cash was caused by a net loss of
$411,000 and a decrease in accounts payable of $240,000 partially offset by a
decrease in accounts receivable of $130,000 and an increase in customer deposits
of $48,000.

Consistent with prior years, the Company's primary source of liquidity has been
private placements of equity and equity derivative instruments. During the
fiscal year ended April 24, 1999, the Company generated $983,000 from the
issuance of Preferred Stock.

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. As of April 24, 1999, the Company has issued notes in
the aggregate of $725,000. The Company anticipates using proceeds of equity
offerings, additional extensions or other re-financing options to satisfy the
notes.

The Company decided against renewal of the accounts receivables credit line on
December 31, 1998. The fixed costs associated with the credit line became too
high, because of significantly lower equipment sales. All liabilities and
encumbrances associated with the line have been satisfied. The Company plans to
investigate similar financing options when sales reach a level that will
interest lenders.

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. The exact terms of this offering have not been finalized. 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.

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).


                                      -13-


<PAGE>


PART IV - OTHER INFORMATION

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are incorporated by reference herein or annexed to
this quarterly report:

3.1      Certificate of Incorporation of the Registrant.

3.2      Bylaws of the Registrant.

5.1      Opinion of St. John & Wayne, L.L.C. as to the legality of the
         securities to be registered.

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).

21.1     Subsidiaries of the registrant.

23.2     Consent of Grant Thornton LLP.

23.3     Consent of St. John & Wayne, L.L.C. (included in Exhibit 5.1)

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

27.      Financial Data Schedule (for S.E.C. electronic filing only)


(b) Current reports on Form 8-K during the quarter ended July 25, 1998.

         During the first quarter of Fiscal 1999, the Company filed no reports
on Form 8-K.

                                      -14-

<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:    September 7, 1998                  /s/ Charles M. Stimac, Jr.
      ---------------------                 ------------------------------------
                                                Charles M. Stimac, Jr.
                                                President/CEO




                                      -15-