SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 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 April 18, 2000,  the  registrant  had  13,647,933  Class "A" shares  (without
nominal or par value) outstanding.


<PAGE>

PART I. FINANCIAL INFORMATION


Item 1. Financial Statements



                                       2
<PAGE>



OPTIMAL ROBOTICS CORP.

INTERIM
FINANCIAL STATEMENTS
(unaudited)
(stated in United States dollars)
March 31, 2000


                                       3
<PAGE>


OPTIMAL ROBOTICS CORP.

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


                                                   March 31         December 31
                                                     2000              1999
                                                 ------------      ------------
                                                  (unaudited)
Assets

Current assets
    Cash                                         $    313,936      $  3,934,243
    U.S. Treasury bill, at cost                       569,232           564,841
    Short-term investments                         23,887,064        24,636,606
    Accounts receivable, net of allowance for
      doubtful accounts of nil                     11,027,921         4,641,566
    Inventory                                       4,565,942         3,363,943
    Tax credits receivable                            307,946           252,520
    Future income taxes                             2,608,075         3,012,997
    Prepaid expenses                                  223,076           127,017
                                                 ------------      ------------
                                                   43,503,192        40,533,733

Loans receivable                                      155,077           155,643

Deferred share issue costs                          3,500,780            56,985

Future income taxes                                 2,104,337         2,112,028

Capital assets                                      1,787,904         1,347,903
                                                 ------------      ------------
                                                 $ 51,051,290      $ 44,206,292
                                                 ============      ============


Liabilities

Current liabilities
    Advance from broker                          $  2,835,629      $         --
    Accounts payable and accrued liabilities        6,793,705         3,659,189
    Deferred revenue                                  769,314           592,271
    Contract advance                                  250,000           250,000
                                                 ------------      ------------
                                                   10,648,648         4,501,460
                                                 ------------      ------------

Shareholders' Equity

Share capital                                      44,803,095        44,657,833

Other capital                                          17,734            20,559

Cumulative translation adjustment                     506,217           652,062

Deficit                                            (4,924,404)       (5,625,622)
                                                 ------------      ------------
                                                   40,402,642        39,704,832
                                                 ------------      ------------
                                                 $ 51,051,290      $ 44,206,292
                                                 ============      ============


                                       4

<PAGE>

OPTIMAL ROBOTICS CORP.

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


<TABLE>
<CAPTION>
                                                                       Three months ended
                                                                           March 31
                                                                    2000               1999
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Revenues                                                           12,004,159         5,090,265

Cost of sales                                                       9,014,103         4,344,011
                                                                 ------------      ------------

Gross margin                                                        2,990,056           746,254
                                                                 ------------      ------------


Research and development, net of tax credits                          110,079            60,072
Selling, general, administrative and other expenses                 1,900,145         1,101,998
Operating lease expense                                                81,477            49,098
Amortization of capital assets                                        139,379            49,419
Investment income                                                    (363,325)          (29,213)
Foreign exchange (gain) loss                                          (13,258)           89,706
                                                                 ------------      ------------
                                                                    1,854,497         1,321,080
                                                                 ------------      ------------
Earnings (loss) before income taxes                                 1,135,559          (574,826)

Provision for income taxes                                            434,341                --
                                                                 ------------      ------------
Net earnings (loss) for the period                               $    701,218      $   (574,826)
                                                                 ============      ============

Basic weighted average number of common shares outstanding         11,455,270         7,525,142
                                                                 ============      ============


Basic and fully diluted net earnings (loss) per common share     $       0.06      $      (0.08)
                                                                 ============      ============
</TABLE>




                                       5
<PAGE>

OPTIMAL ROBOTICS CORP.

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


                                                        Three months ended
                                                            March 31
                                                    2000                1999
                                                 -----------        -----------

Deficit, beginning of period                     $(5,625,622)       $(9,277,390)

Net earnings (loss) for the period                   701,218           (574,826)
                                                 -----------        -----------

Deficit, end of period                           $(4,924,404)       $(9,852,216)
                                                 ===========        ===========



                                       6
<PAGE>

OPTIMAL ROBOTICS CORP.

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

<TABLE>
<CAPTION>
                                                                              Three months ended
                                                                                  March 31
                                                                           2000              1999
                                                                        -----------      -----------
<S>                                                                     <C>              <C>
Cash provided by (used in)

Operating activities
    Net earnings (loss) for the period                                  $   701,218      $  (574,826)
    Items not affecting cash
        Amortization of capital assets                                      139,379           49,419
        Unrealized foreign exchange loss (gain) on contract advance             912           (3,986)
        Future income taxes                                                 434,341               --
    Change in non-cash operating working capital items
        Increase in accounts receivable                                  (6,411,189)      (2,909,595)
        Decrease (increase) in inventory                                 (1,215,753)          15,677
        Increase in tax credits receivable                                  (96,319)         (39,770)
        Increase in prepaid expenses                                        (96,641)         (32,834)
        Increase in accounts payable and accrued liabilities              3,151,743          342,643
        Increase in deferred revenue                                        179,421          212,547
                                                                        -----------      -----------
                                                                         (3,212,888)      (2,940,725)

Financing activities
    Advance from broker                                                   2,835,629        2,152,352
    Issuance of common shares                                               142,436           80,787
    Deferred share issue costs                                           (3,448,268)              --
    Decrease in contract advance                                                 --         (125,000)
                                                                        -----------      -----------
                                                                           (470,203)       2,108,139

Investing activities
    Purchase of capital assets                                             (584,839)         (92,024)
    Decrease in short-term investments                                      660,636        1,492,299
    Repayment of loan receivable                                                 --            1,223
                                                                        -----------      -----------
                                                                             75,797        1,401,498
                                                                        -----------      -----------

Increase (decrease) in cash and cash equivalents during
    the period                                                           (3,607,294)         568,912

Effect of exchange rate changes on cash and cash equivalents                 (8,622)           7,568

Cash and cash equivalents at beginning of period                          4,499,084          538,490
                                                                        -----------      -----------
Cash and cash equivalents at end of period                              $   883,168      $ 1,114,970
                                                                        ===========      ===========

Cash and cash equivalents is comprised of:
    Cash                                                                $   313,936      $   569,940
    U.S. Treasury bill                                                      569,232          545,030
                                                                        -----------      -----------
                                                                        $   883,168      $ 1,114,970
                                                                        -----------      -----------
</TABLE>


                                       7
<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2000
(unaudited)
(stated in United States dollars, unless otherwise noted)


1    Interim financial information

     The financial information as at March 31, 2000 and for the periods ended
     March 31, 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.

2    Accounting policies

     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 periods 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.

     Deferred share issue costs

     The deferred share issue costs relate to a public offering of common shares
     pursuant to a registration statement declared effective by the Securities
     and Exchange Commission on March 28, 2000. These costs will be recorded as
     a reduction of the gross proceeds of the offering at the time of issuance
     of the common shares.

3    Advance from broker

                                                        March 31    December 31
                                                          2000         1999
                                                       ----------   ------------
     Advance from broker, US$2,835,629 face value,
      bearing interest at prime rate                   $2,835,629     $     --
                                                       ==========     ========


     The advance is secured by the short-term investments.


                                       8
<PAGE>


OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL  STATEMENTS  ...continued
March 31, 2000 (unaudited)
(stated in United States dollars, unless otherwise noted)


4    Research and development

                                                Three months ended March 31
                                                   2000             1999
                                                 ---------       ---------
     Research and development expenses           $ 206,398       $  99,750
     Tax credits                                   (96,319)        (39,678)
                                                 ---------       ---------
                                                 $ 110,079       $  60,072
                                                 =========       =========

5    Other information

     Revenues and costs of sales are detailed as follows:

                                                Three months ended March 31
                                                   2000              1999
                                                -----------     -----------
     Revenues
     Systems                                    $11,376,369     $ 4,925,722
     Development and customization                   61,355          68,063
     Hardware and software maintenance              566,435          96,480
                                                -----------     -----------
                                                $12,004,159     $ 5,090,265
                                                ===========     ===========
     Cost of sales
     Systems                                    $ 8,484,858     $ 4,195,675
     Development and customization                   27,090          22,802
     Hardware and software maintenance              502,155         125,534
                                                -----------     -----------
                                                $ 9,014,103     $ 4,344,011
                                                ===========     ===========

6    Net earnings (loss) per common share

     The net earnings (loss) per common share has been calculated on the
     weighted average number of common shares outstanding. Fully diluted net
     earnings (loss) per common share has not been presented separately as the
     effect would be anti-dilutive.


                                       9
<PAGE>

OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL  STATEMENTS  ...continued
March 31, 2000 (unaudited)
(stated in United States dollars, unless otherwise noted)


7    Subsequent events

     In April 2000, pursuant to a registration statement which was declared
     effective on March 28, 2000, the Company issued 1,625,000 common shares for
     gross cash proceeds of $39 per share. The estimated net proceeds of this
     offering, after deducting underwriting commissions and other expenses of
     approximately $2,723,000 (net of future income taxes of $1,688,000),
     amounted to $60,652,000.

     In addition, the Company issued 560,000 common shares pursuant to the
     exercise of outstanding stock options and warrants for gross cash proceeds
     of $1,587,000.

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
     increases in the fair value of the underlying stock to be recorded as
     additional 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 27, 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.


                                       10
<PAGE>

OPTIMAL ROBOTICS CORP.

NOTES TO INTERIM FINANCIAL  STATEMENTS  ...continued
March 31, 2000 (unaudited)
(stated in United States dollars, unless otherwise noted)


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

     Under Canadian GAAP, compensation expense is not recognized.

<TABLE>
<CAPTION>
                                                                        Three month ended March 31
                                                                           2000           1999
                                                                         ---------      ---------
<S>                                                                      <C>            <C>
     Net earnings (loss) for the period in accordance with Canadian
        GAAP                                                             $ 701,218      $(574,826)

     Stock-based compensation costs                                       (134,331)      (362,931)
                                                                         ---------      ---------
     Net earnings (loss) for the period in accordance with U.S. GAAP       566,887       (937,757)

     Other comprehensive income
        Foreign currency translation adjustments                          (145,893)       121,559

                                                                         ---------      ---------
     Comprehensive income (loss)                                         $ 420,994      $(816,198)
                                                                         =========      =========

     Basic and fully diluted net earnings (loss) per common share        $    0.05      $   (0.12)
                                                                         =========      =========
</TABLE>


     Balance sheet

<TABLE>
<CAPTION>
                                              March 31, 2000                       December 31, 1999
                                     As reported          U.S. GAAP          As reported           U.S. GAAP
                                     ------------        ------------        ------------        ------------
<S>                                  <C>                 <C>                 <C>                 <C>
     Loan receivable                 $    155,077        $    140,177        $    155,643        $    140,690
                                     ============        ============        ============        ============
     Shareholders' equity
        Share capital                $ 44,803,095        $ 62,520,160        $ 44,657,833        $ 62,342,671
        Other capital                      17,734          13,010,984              20,559          12,911,604
        Deficit                        (4,924,404)        (34,115,809)         (5,625,622)        (34,682,696)
        Cumulative translation
            adjustment                    506,217                  --             652,062                  --
        Accumulated other
            comprehensive loss                 --          (1,027,593)                 --            (881,700)
                                     ------------        ------------        ------------        ------------
                                     $ 40,402,642        $ 40,387,742        $ 39,704,832        $ 39,689,879
                                     ============        ============        ============        ============
</TABLE>


                                       11
<PAGE>


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.

First Three Months of 2000 Compared with First Three Months of 1999

     Total revenues increased by $6,913,894, or 136%, for the first three months
of 2000 compared to the first three months of 1999.  Sales of U-Scan(R)  Express
grew from 51 systems in 1999 to 115  systems in 2000,  producing  $6,450,647  of
additional systems revenue,  an increase of 131%. The growth in sales was due to
a  significant  increase  in orders  for the  Company's  core  product.  Service
contract revenue recognized for hardware and software  maintenance  increased by
$469,955,  or 487%,  because of the increased  number of customers  that entered
into maintenance  contracts with the Company after purchasing  U-Scan(R) Express
systems.

     Total cost of sales  increased by $4,670,092,  or 108%, for the first three
months of 2000 compared to the first three months of 1999.  Overall gross margin
increased  as a  percentage  of  sales  from  15% in 1999 to 25% in  2000.  This
increase  resulted  primarily  from  economies  of scale  and the  reduction  of
installation costs.

     Net research and development expenses increased by $50,007, or 83%, for the
first three  months of 2000  compared to the first  three  months of 1999.  As a
percentage of sales, net research and development expenses remained unchanged at
1%.

     Selling,  general and administrative  expenses  (including  operating lease
expense)  increased  by  $830,526,  or 72%,  for the first three  months of 2000
compared to the first three months of 1999.  However,  as a percentage of sales,
these  expenses  decreased  from 23% in 1999 to 17% in 2000.  During  the  first
quarter of 2000,  the Company  continued to expand its  infrastructure  and hire
additional personnel.


                                       12
<PAGE>


Liquidity and Capital Resources

     As of March 31, 2000, the Company had cash, cash equivalents and short-term
investments of $24,770,232 and working capital of $32,854,544.

     Operating  activities  used $3,212,888 in the first three months of 2000 as
compared to $2,940,725  in 1999. In the first three months of 2000,  the Company
issued 25,692 (1999 - 64,271) common shares  pursuant to the exercise of options
and warrants which resulted in cash proceeds of $142,436 (1999 - $80,787).

     In the first three months of 2000, the Company had capital  expenditures of
$584,839 (1999 - $92,024), principally relating to leasehold improvements.

     The  Company  maintains  an  operating  line of  credit  in the  amount  of
Cdn.$500,000  with its  bank,  in  connection  with  which it has  pledged a $US
treasury bill. As at March 31, 2000 there was no balance on this line of credit.

     The  Company   believes   that  its  cash,   cash-equivalents,   short-term
investments and this operating line will be adequate to meet its liquidity needs
for at least the next 12 months.

     In April 2000,  pursuant to a  registration  statement  which was  declared
effective on March 28, 2000,  the Company  issued  1,625,000  common  shares for
gross cash  proceeds  of $39 per  share.  The  estimated  net  proceeds  of this
offering,  after  deducting  underwriting  commissions  and  other  expenses  of
approximately $2,723,000 (net of future income taxes of $1,688,000), amounted to
$60,652,000.

     In addition,  the Company  issued  560,000  common  shares  pursuant to the
exercise of  outstanding  stock  options and warrants for gross cash proceeds of
$1,587,000.

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  affect on our  business,  results  of  operations  or
financial condition.


                                       13
<PAGE>


Item 3. There have been no material changes since December 31, 1999.


                                       14
<PAGE>


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.

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  Kroger  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.

Items 3. through 5. The registrant has nothing to report under these items.

Item 6.

(a)  Exhibits - Not applicable.

(b)  Reports on Form 8K - None were filed in the quarter ended March 31, 2000


<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.


                                            OPTIMAL ROBOTICS CORP.




Dated: April 25, 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