SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                (AMENDMENT No.1)


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

                  For the six month period ended June 30, 2000


                         Commission file number 0-28572


                             OPTIMAL ROBOTICS CORP.
             (Exact name of registrant as specified in its charter)


CANADA                                      98-0160833
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


         4700 de la Savane, Suite 101, Montreal, Quebec, Canada H4P 1T7


                                 (514) 738-8885
              (Registrant's Telephone Number, including Area Code)


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.


Yes __X___ No _____


At July 6, 2000, the registrant had 13,655,625 Class "A" shares (without nominal
or par value) outstanding.

<PAGE>


Explanatory Information


The interim financial  information as at June 30, 2000 and for the periods ended
June 30, 2000 have been  restated  to reflect  previously  unrecognized  foreign
exchange gains related to short term investments denominated in currencies other
than the functional  currency.  This restatement  resulted in an increase in net
earnings  for the three  months and six months  ended June 30, 2000 of $613,463.
Basic and fully diluted net earnings per common share  increased by $.04 for the
three  months  ended June 30, 2000 and by $.05 for the six months ended June 30,
2000.


                                                                               2

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                                                                               3

<PAGE>


Optimal Robotics Corp.


Interim Financial Statements
(Unaudited)
June 30, 2000
(stated in United States dollars)
(RESTATED)


                                                                               4

<PAGE>


OPTIMAL ROBOTICS CORP.

INTERIM BALANCE SHEETS
(stated in United States dollars, unless otherwise noted)


                                                      June 30,      December 31,
                                                          2000             1999
                                                             $                $
                                                   (unaudited)
                                                    (restated)

Assets

Current assets
Cash and U.S. Treasury bill, at cost                 1,174,399        4,499,084
Short-term investments                              74,835,022       24,636,606
Accounts receivable                                 15,108,993        4,641,566
Inventory                                           12,668,932        3,363,943
Tax credits receivable                                 266,788          252,520
Future income taxes                                  3,320,426        3,012,997
Prepaid expenses                                       278,010          127,017
                                                  -----------------------------

                                                   107,652,570       40,533,733

Loans receivable                                       137,383          155,643

Deferred share issue costs                                  --           56,985

Future income taxes                                  1,805,138        2,112,028

Capital assets                                       1,967,616        1,347,903
                                                  -----------------------------

                                                   111,562,707       44,206,292
                                                  =============================

Liabilities

Current liabilities
Accounts payable and accrued liabilities             7,291,090        3,659,189
Deferred revenue                                     1,527,693          592,271
Contract advance                                       250,000          250,000
                                                  -----------------------------

                                                     9,068,783        4,501,460
                                                  -----------------------------

Shareholders' Equity

Share capital                                      106,840,472       44,657,833

Other capital                                           14,966           20,559

Cumulative translation adjustment                   (1,484,471)         652,062

Deficit                                             (2,877,043)      (5,625,622)
                                                  -----------------------------

                                                   102,493,924       39,704,832
                                                  -----------------------------

                                                   111,562,707       44,206,292
                                                  =============================


                                                                               5

<PAGE>


OPTIMAL ROBOTICS CORP.

INTERIM STATEMENTS OF OPERATIONS
(unaudited)
(stated in United States dollars, unless otherwise noted)


<TABLE>
<CAPTION>
                                                              Three months         Six months       Three months         Six months
                                                                     ended              ended              ended              ended
                                                                  June 30,           June 30,           June 30,           June 30,
                                                                      2000               2000               1999               1999
                                                                         $                  $                  $                  $
                                                                (restated)         (restated)

<S>                                                             <C>                <C>                 <C>               <C>
Revenues (note 6)                                               16,123,099         28,127,258          7,023,259         12,113,524

Cost of sales (note 6)                                          11,957,323         20,971,426          5,535,849          9,879,860
                                                               --------------------------------------------------------------------

Gross margin                                                     4,165,776          7,155,832          1,487,410          2,233,664
                                                               --------------------------------------------------------------------

Research and development net of tax credits
      (note 5)                                                     237,806            347,885             50,884            110,956
Selling, general and administrative expenses                     2,525,856          4,494,220          1,136,943          2,377,745
Amortization of capital assets                                     262,981            402,360             71,933            121,352
Investment income                                               (1,183,722)        (1,547,047)          (200,712)          (229,925)
                                                               --------------------------------------------------------------------

                                                                 1,842,921          3,697,418          1,059,048          2,380,128
                                                               --------------------------------------------------------------------

Earnings (loss) before the
      following                                                  2,322,855          3,458,414            428,362           (146,464)

Foreign exchange gains                                             993,785            993,785                 --                 --
                                                               --------------------------------------------------------------------

Earnings (loss) before income taxes                              3,316,640          4,452,199            428,362           (146,464)

Provision for income taxes                                       1,269,279          1,703,620                 --                 --
                                                               --------------------------------------------------------------------

Net earnings (loss) for the period                               2,047,361          2,748,579            428,362           (146,464)
                                                               --------------------------------------------------------------------

Weighted average number of common shares
      outstanding                                               13,567,536         12,511,392          9,292,011          8,413,457
                                                               --------------------------------------------------------------------

Net earnings (loss) per common share - Basic
      and fully diluted                                               0.15               0.22               0.05              (0.02)
                                                               --------------------------------------------------------------------
</TABLE>


                                                                               6

<PAGE>


OPTIMAL ROBOTICS CORP.

INTERIM STATEMENTS OF DEFICIT
(unaudited)
(stated in United States dollars, unless otherwise noted)


<TABLE>
<CAPTION>
                                                           Three months          Six months        Three months          Six months
                                                                  ended               ended               ended               ended
                                                               June 30,            June 30,            June 30,            June 30,
                                                                   2000                2000                1999                1999
                                                                      $                   $                   $                    $
                                                              (restated)           (restated)

<S>                                                          <C>                 <C>                 <C>                 <C>
Deficit - Beginning of period                                (4,924,404)         (5,625,622)         (9,852,216)         (9,277,390)

Net earnings (loss) for the period                            2,047,361           2,748,579             428,362            (146,464)
                                                            -----------------------------------------------------------------------

Deficit - End of period                                      (2,877,043)         (2,877,043)         (9,423,854)         (9,423,854)
                                                            =======================================================================
</TABLE>


                                                                               7

<PAGE>


OPTIMAL ROBOTICS CORP.

INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
(stated in United States dollars, unless otherwise noted)


<TABLE>
<CAPTION>
                                                                               2000              1999
                                                                                  $                 $
                                                                         (restated)

<S>                                                                      <C>               <C>
Cash provided by (used in)

Operating activities
Net earnings (loss) for the period                                        2,748,579          (146,464)
Items not affecting cash
      Amortization of capital assets                                        402,360           121,352
      Unrealized foreign exchange loss (gain) on contract advance             5,948           (11,778)
      Non-refundable tax credits                                            (39,539)               --
      Future income taxes                                                 1,703,620                --
Change in non-cash operating working capital items
      Increase in accounts receivable                                   (10,706,301)       (4,621,835)
      Increase in inventory                                              (9,499,202)         (499,448)
      Increase in tax credits receivable                                    (20,451)          (72,773)
      Increase in prepaid expenses                                         (155,868)          (43,043)
      Increase in accounts payable and accrued liabilities                4,036,210         2,086,032
      Increase in deferred revenue                                          960,991           702,212
                                                                       ==============================

                                                                        (10,563,653)       (2,485,745)
                                                                       ------------------------------

Financing activities
Issuance of common shares                                                65,134,022        27,297,499
Share issue costs                                                        (4,673,729)       (2,585,876)
Decrease in contract advance                                                     --          (125,000)
                                                                       ------------------------------

                                                                         60,460,293        24,586,624
                                                                       ------------------------------

Investing activities
Purchase of capital assets                                               (1,335,541)         (347,026)
Increase in short-term investments                                      (51,400,536)      (18,172,026)
Repayment of loan receivable                                                 14,782             1,239
                                                                       ------------------------------

                                                                        (52,721,295)      (18,517,813)
                                                                       ------------------------------

Increase (decrease) in cash and cash equivalents during the period       (2,824,655)        3,583,066

Effect of foreign exchange fluctuations on cash                            (500,030)         (333,194)

Cash and cash equivalents - Beginning of period                           4,499,084           538,490
                                                                       ------------------------------

Cash and cash equivalents - End of period                                 1,174,399         3,788,362
                                                                       ==============================


Cash and cash equivalents is comprised of
Cash                                                                        595,454         3,238,784
U.S. Treasury bill                                                          578,945           549,578
                                                                       ------------------------------

                                                                          1,174,399         3,788,362
                                                                       ==============================
</TABLE>


                                                                               8

<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars, unless otherwise noted)


1    Interim financial information and restatement

     The  financial  information  as at June 30, 2000 and for the periods  ended
     June 30, 2000 and 1999 is unaudited; however, in the opinion of management,
     all adjustments necessary to present fairly the results of the periods have
     been included.  The adjustments  made were of a normal,  recurring  nature.
     Interim results may not  necessarily be indicative of results  expected for
     the year. These interim financial statements have not been the subject of a
     review engagement by the Company's independent auditors.

     The interim financial  information as at June 30, 2000, and for the periods
     ended June 30,  2000 has been  restated to reflect  $993,785 of  previously
     unrecognized  foreign  exchange  gains  related to short  term  investments
     denominated  in  currencies  other  than  the  functional  currency.   This
     restatement  resulted in an increase in net  earnings  for the three months
     and six months ended June 30, 2000 of  $613,463,  as well as an increase in
     basic and fully  diluted net  earnings  per common share of $0.04 and $0.05
     respectively.

2    Accounting policy

     Change in reporting currency

     The financial  statements of the Company were presented in Canadian dollars
     up to December 31, 1997.  Effective  December 31, 1998, the U.S. dollar has
     been adopted as the reporting  currency.  The functional currency continues
     to be the Canadian dollar. The financial statements for all period prior to
     December 31, 1998 were  translated  into U.S.  dollars in accordance with a
     translation of convenience method using the representative exchange rate at
     December  31,  1998 of  US$1.00 =  Cdn$1.5333.  The  translated  amount for
     monetary and non-monetary  items at December 31, 1998 became the historical
     basis  for those  items in  subsequent  reporting  periods.  The  financial
     statements  for all periods  subsequent to December 31, 1998 are translated
     into U.S.  dollars in accordance with the current rate method.

3    Inventory

                                                  June 30,     December 31,
                                                      2000             1999
                                                         $                $

     Replacement parts                           4,456,282        2,763,261
     U-Scan(R)Express systems                    8,212,650          600,682
                                               ----------------------------

                                                12,668,932        3,363,943
                                               ============================

4    Capital stock

     On March 28, 2000,  the Company  filed a  registration  statement  with the
     Securities  and Exchange  Commission  qualifying  the issuance of 1,625,000
     common shares for gross proceeds of $39.00 per share. Net proceeds from the
     offering amounted to $60,418,000,  after deducting underwriting commissions
     and  other   expenses  of  $2,957,000   (net  of  future  income  taxes  of
     $1,774,000).


                                                                               9

<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars, unless otherwise noted)


     During the  six-month  period  ended June 30, 2000,  60,000  options with a
     weighted  average  exercise price of CDN$2.50,  and 518,000  options with a
     weighted  average exercise price of US$3.08 were exercised for a total cash
     consideration of $1,575,552.  In addition,  40,000 warrants with a weighted
     average  exercise  price of CDN$3.75  and 15,384  warrants  with a weighted
     average  exercise  price  of  US$6.50  were  exercised  for  a  total  cash
     consideration of $203,110.

5    Research and development

<TABLE>
<CAPTION>
                                                          Three months         Six months       Three months         Six months
                                                                 ended              ended              ended              ended
                                                              June 30,           June 30,           June 30,           June 30,
                                                                  2000               2000               1999               1999
                                                                     $                  $                  $                  $

<S>                                                            <C>                <C>                 <C>               <C>
      Research and development expenses                        237,806            444,204             83,896            183,646
      Tax credits earned                                            --            (96,319)           (33,012)           (72,690)
                                                           --------------------------------------------------------------------

                                                               237,806            347,885             50,884            110,956
                                                           ====================================================================

6    Other information

      Revenues and costs of sales are detailed as follows:

<CAPTION>
                                                          Three months         Six months       Three months         Six months
                                                                 ended              ended              ended              ended
                                                              June 30,           June 30,           June 30,           June 30,
                                                                  2000               2000               1999               1999
                                                                     $                  $                  $                  $

<S>                                                         <C>                <C>                 <C>               <C>
     Revenues
     Systems                                                15,395,849         26,772,218          6,748,348         11,674,070
     Development and customization                              53,344            114,699             81,287            149,350
     Hardware and software
          maintenance                                          673,906          1,240,341            193,624            290,104
                                                           --------------------------------------------------------------------

                                                            16,123,099         28,127,258          7,023,259         12,113,524
                                                           ====================================================================

     Cost of sales
     Systems                                                11,327,194         19,812,052          5,295,951          9,491,626
     Development and customization                              28,420             55,510             31,443             54,245
     Hardware and software
          maintenance                                          601,709          1,103,864            208,455            333,989
                                                           --------------------------------------------------------------------

                                                            11,957,323         20,971,426          5,535,849          9,879,860
                                                           ====================================================================
</TABLE>


                                                                              10

<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars, unless otherwise noted)


7    Net earnings (loss) per common share

     The net  earnings  (loss)  per  common  share  has been  calculated  on the
     weighted average number of shares outstanding.

8    Additional disclosures required by U.S. GAAP and differences between
     Canadian GAAP and U.S. GAAP

     Statement of operations

     Transactions  entered  into  after  December  15,  1995 in which an  entity
     acquires  goods and  services  from  non-employees  in exchange  for equity
     instruments are required to be recorded at fair value (SFAS No. 123).

     For  stock-based  compensation  plans,  the  Company  has chosen to use the
     intrinsic  value method (APB Opinion No. 25), which  requires  compensation
     cost to be recognized on the difference,  if any, between the quoted market
     price of the stock as at the grant date and the amount the individual  must
     pay to acquire the stock.  Variable  stock option plans require  subsequent
     changes  in the fair value of the  underlying  stock to be  recorded  as an
     adjustment to compensation cost. The options issued in 1997 have a cashless
     exercise option and  accordingly,  they are accounted for as variable stock
     option  plans.  On April 22,  1998,  option  holders  waived  the  cashless
     exercise option on options to acquire  1,507,000 common shares.  Therefore,
     subsequent  changes in the fair value of the underlying stock are no longer
     recorded as an increase or decrease of compensation  cost until the options
     are exercised.

     Under Canadian GAAP, compensation expense is not recognized.


                                                                              11

<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars, unless otherwise noted)

<TABLE>
<CAPTION>
                                                         Three months         Six months       Three months         Six months
                                                                ended              ended              ended              ended
                                                             June 30,           June 30,           June 30,           June 30,
                                                                 2000               2000               1999               1999
                                                                    $                  $                  $                  $
                                                           (restated)         (restated)

<S>                                                       <C>                <C>                 <C>                <C>
     Net earnings (loss) for the period
          in accordance with Canadian
          GAAP                                              2,047,361          2,748,579            428,362           (146,464)

     Stock-based compensation costs                       (18,807,034)       (18,941,365)        (1,343,814)        (1,706,745)
                                                         ---------------------------------------------------------------------

     Net loss for the period in
          accordance with U.S. GAAP                       (16,759,673)       (16,192,786)          (915,452)        (1,853,209)

     Other comprehensive income (loss)
          Foreign currency translation
               adjustments                                 (1,990,640)        (2,136,533)            27,166            148,725
                                                         ---------------------------------------------------------------------

     Comprehensive loss                                   (18,750,313)       (18,329,319)          (888,286)        (1,704,484)
                                                         =====================================================================


     Weighted average number of common
          shares outstanding                               13,567,536         12,511,392          9,292,011          8,413,457
                                                         =====================================================================

     Basic and diluted net loss per
          common share                                          (1.24)             (1.29)             (0.10)             (0.22)
                                                         =====================================================================
</TABLE>


     Operating lease expense

<TABLE>
<CAPTION>
                                                         Three months         Six months       Three months         Six months
                                                                ended              ended              ended              ended
                                                             June 30,           June 30,           June 30,           June 30,
                                                                 2000               2000               1999               1999
                                                                    $                  $                  $                  $
                                                           (restated)         (restated)

<S>                                                       <C>                <C>                 <C>                <C>

     Operating lease expense                                   81,477            193,615             59,352            108,450
                                                         =====================================================================
</TABLE>


                                                                              12

<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars, unless otherwise noted)


<TABLE>
<CAPTION>
      Balance sheet

                                                                         June 30, 2000                       December 31, 1999
                                                      --------------------------------        --------------------------------

                                                       As reported           U.S. GAAP         As reported           U.S. GAAP
                                                                 $                   $                   $                   $
                                                        (restated)          (restated)

<S>                                                    <C>                 <C>                  <C>                 <C>
     Loans receivable (1)                                  137,383             137,383             155,643             140,690
                                                      ========================================================================


     Shareholders' equity
          Share capital                                106,840,472         148,886,160          44,657,833          62,342,671
          Other capital                                     14,966           7,501,479              20,559          12,911,604
          Deficit                                       (2,877,043)        (50,875,482)         (5,625,622)        (34,682,696)
          Cumulative translation
               adjustment                               (1,484,471)                 --             652,062                  --
          Accumulated other
               comprehensive loss                               --          (3,018,233)                 --            (881,700)
                                                      ------------------------------------------------------------------------

                                                       102,493,924         102,493,924          39,704,832          39,689,879
                                                      ------------------------------------------------------------------------
</TABLE>

     (1)  During the six-month  period ended June 30, 2000,  the share  purchase
          loan in the amount of $14,953,  which was  presented  against  capital
          stock under U.S. GAAP, was reimbursed in full.

     Accounts receivable

     Accounts receivable are presented net of an allowance for doubtful accounts
     of nil.


                                                                              13

<PAGE>


OPTIMAL ROBOTICS CORP.


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Results of Operations

The following discussion and analysis of the Company's results of operations and
liquidity and capital resources should be read in conjunction with the financial
information and the financial  statements of the Company and their related notes
appearing  elsewhere  herein.  The  financial  statements  have been prepared in
accordance with Generally  Accepted  Accounting  Principles  ("GAAP") in Canada,
which  conform in all material  respects  with U.S.  GAAP except as disclosed in
Note 8 to the financial statements, which explains the nature of the differences
between Canadian and U.S. GAAP and their impact on the financial statements.

The interim financial information as at June 30, 2000, and for the periods ended
June 30,  2000 has been  restated  to reflect  previously  unrecognized  foreign
exchange gains related to short term investments denominated in currencies other
than the functional  currency.  This restatement  resulted in an increase in net
earnings for the three months and six months ended June 30, 2000 of $613,463, as
well as an increase in basic and fully  diluted net earnings per common share of
$0.04 and $0.05 respectively.

First Six Months of 2000 compared with First Six Months of 1999

Total revenue  increased by $16,013,734,  or 132%,  from  $12,113,524 in 1999 to
$28,127,258  in 2000.  For the first  six-months  of 2000,  the Company sold 273
U-Scan(R) Express systems, compared with 119 systems for the first six-months of
1999.  The growth in systems  sales is due to a  significant  increase in orders
from both existing and new customers,  which produced  $15,098,148 of additional
systems revenue.  Service contract revenue  recognized for hardware and software
maintenance increased by $950,237 or 328%, due to the increased number of stores
that entered into contracts with the Company after purchasing  U-Scan(R) Express
systems.

Total cost of sales increased by  $11,091,566,  or 112%, from $9,879,860 in 1999
to  $20,971,426  for the first  six-months  of 2000.  Overall  gross margin as a
percentage of sales  increased from 18% in 1999 to 25% in 2000. This increase is
attributed  primarily to the increase in gross margin on system sales,  from 19%
in 1999 to 26% in 2000,  which resulted from economies of scale realized and the
reduction of installation costs. In the first six-months of 2000, a gross margin
of 11% was realized on hardware and software maintenance revenue.

Net research and development expenses increased by $236,929,  or 214%, from 1999
to 2000.  As a  percentage  of sales,  net  research  and  development  expenses
remained  unchanged  at  1%  for  both  1999  and  2000.  Selling,  general  and
administrative expenses increased by $2,116,475,  or 89% in 2000 over 1999. As a
percentage of sales,  these expenses  decreased from 20% in 1999 to 16% in 2000.
This decrease resulted from the substantial  increase in the number of U-Scan(R)
Express systems sold in 2000 as well as greater  efficiencies  realized  through
spending control.


                                                                              14

<PAGE>


OPTIMAL ROBOTICS CORP.


Second Quarter of 2000 Compared with Second Quarter of 1999

Total revenues  increased by  $9,099,840,  or 130%,  from  $7,023,259 in 1999 to
$16,123,099 in 2000. Sales of U-Scan(R)  Express grew from 68 systems in 1999 to
158 systems in 2000,  producing  $8,647,501 of additional  systems  revenue,  an
increase of 128%.  Service contract revenue recognized for hardware and software
maintenance increased by $480,282, or 248%.

Total cost of sales increased by $6,421,474, or 116%, from $5,535,849 in 1999 to
$11,957,323  in 2000.  Overall  gross margin  increased as a percentage of sales
from 21% in 1999 to 26% in 2000,  which was primarily due to the increased gross
margin on system sales from 22% in 1999 to 26% in 2000. In the second quarter of
2000, a gross  margin of 11% was  realized on hardware and software  maintenance
revenue. Net research and development  expenses increased by $186,922,  or 367%,
from 1999 to 2000.  As a  percentage  of sales,  net  research  and  development
expenses remained unchanged at 1% in 1999 and 2000.

Selling, general and administrative expenses increased by $1,388,913, or 122% in
2000 compared to the second  quarter of 1999.  As a percentage  of sales,  these
expenses remained constant at 16%.

Liquidity and Capital Resources

As of June 30,  2000,  the  Company  had working  capital of  $98,583,787  which
included  cash,  cash  equivalents  and  investment  grade  commercial  paper of
$76,009,421.  Operating  activities  for the  first  six  months  of  2000  used
$10,563,653 as compared with  $2,485,745 in 1999.  The Company  believes that it
has sufficient working capital to meet its needs for the next twelve months.

Inventory  increased by $9,304,989  during the  six-month  period ended June 30,
2000.  Replacement parts inventory increased by $1,693,021 during this period to
accommodate  the  servicing  of  the  Company's  expanding  customer  base.  Our
U-Scan(R)  Express systems  inventory has increased by $7,611,968 as a result of
purchases made at the end of June for delivery in the third quarter.

In the first  six  months of 2000,  the  Company  had  capital  expenditures  of
$1,335,541,  principally relating to the acquisition of leasehold  improvements,
computer equipment and test units.

On  March  28,  2000,  the  Company  filed a  registration  statement  with  the
Securities and Exchange  Commission  qualifying the issuance of 1,625,000 common
shares for gross  proceeds of $39.00 per share.  Net proceeds  from the offering
amounted to  $60,418,000,  net of  underwriting  discounts and other expenses of
$2,957,000 (net of future income taxes of $1,774,000).

During the six-month period ended June 30, 2000, 60,000 options, with an average
exercise  price of  CDN$2.50,  and  518,000  options,  with a  weighted  average
exercise price


                                                                              15

<PAGE>


OPTIMAL ROBOTICS CORP.


of US$3.08,  were exercised for a total cash  consideration  of  $1,575,552.  In
addition,  40,000 warrants with a weighted  average  exercise price of CDN$3.75,
and 15,384 warrants,  with a weighted  average  exercise price of US$6.50,  were
exercised for a total cash consideration of $203,110.

The Company  maintains an operating  line of credit in the amount of CAD$500,000
with its banker.

Year 2000 Issues

To date,  none of our  customers  has informed us of any Year 2000 problems with
their systems and hardware,  although some  uncertainty  remains in the software
industry and other  industries  concerning  the scope and  magnitude of problems
associated with the century change. Furthermore, we received no indications that
any  material  third party  providers  were not ready for the Year 2000,  and we
believe that any such unpreparedness discovered after January 2000 will not have
a material effect on our business, results of operations or financial condition.


                                                                              16

<PAGE>


OPTIMAL ROBOTICS CORP.


Item 3: Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes since December 31, 1999.


                                                                              17

<PAGE>


OPTIMAL ROBOTICS CORP.


PART II. OTHER INFORMATION


Item 1.

Legal Proceedings

In each of 1995 and 1996,  we received a demand  letter  from the same  claimant
alleging that U-Scan Express infringes upon the claimant's patent. In July 1999,
this claimant  filed a civil action in the United States  district Court for the
District of Utah  against us and PSC, the current  assembler of U-Scan  Express,
alleging  patent  infringement.  A second party also sent a demand  letter to us
alleging a different  patent  infringement.  Although  after  consultation  with
counsel,  we believe that the former  claimant should not prevail in its lawsuit
and that the  latter  claimant  should  not  prevail  if a lawsuit is brought to
assert its claim,  and that these claims will not have a material adverse effect
on our business or  prospects,  no assurance  can be given that a court will not
find that the system infringes upon one or both of such claimants' rights.

Smith's  Food & Drug  Centers,  Inc.,  an indirect  wholly-owned  subsidiary  of
Kroger,  has also been sued by the same claimant in the State of Utah based upon
the same issues  underlying  the suit filed  against us in July. At our expense,
our  counsel is also  defending  Smith's  in such  action.  Furthermore,  we are
contractually  bound to  indemnify  Kroger for any damages  that it may incur in
connection with such suit.

Item 2. The registrant has nothing to report under this item.

Item 3. The registrant has nothing to report under this item.

Item 4. The registrant  held its annual meeting of the  shareholders on June 22,
2000. The following resolutions were adopted:

--------------------------------------------------------------------------------
Resolution                          Votes For       Votes Against     Withheld
--------------------------------------------------------------------------------
Election of a Director              7,934,575                         5,884
--------------------------------------------------------------------------------
Re-appointment of Price             7,950,355                         5,984
WaterhouseCoopers as Auditors
--------------------------------------------------------------------------------
Resolution to amend the             7,924,799       26,084
Corporations' Articles
--------------------------------------------------------------------------------
Amendment to Corporation's By-Law   7,919,619       30,864
No. 1A
--------------------------------------------------------------------------------
Amendment to Stock Option Plan      4,089,054       1,143,829
--------------------------------------------------------------------------------

Item 5. The registrant has nothing to report under this item.

Item 6.

(a)  Exhibits - 27 Financial Data Schedule

(b)  Reports on Form 8K - None


                                                                              18

<PAGE>


OPTIMAL ROBOTICS CORP.


                                   Signatures


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.



                                     OPTIMAL ROBOTICS CORP.



Dated: October 20, 2000              By:   /s/ Holden L. Ostrin
                                           -------------------------------------
                                               Holden L. Ostrin
                                               Co-Chairman


                                     By:   /s/ Gary S. Wechsler
                                           -------------------------------------
                                               Gary S. Wechsler
                                               Secretary, Treasurer and Chief
                                               Financial Officer


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