UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 1998


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
     For the transition period from ______________to_______________

Commission file number 0-21489

                      International Dispensing Corporation
        (Exact name of small business issuer as specified in its charter)


      Delaware                                                  13-3856324
(State of other jurisdiction of                                (IRS Employer 
incorporation or organization)                               Identification No.)


      2500 Westchester Avenue, Suite 304, Purchase, New  York  10577   
                 (Address  of   principal executive offices)


                                 (914) 251-0336
                           (Issuer's telephone number)


                                 Not applicable
                    (Former name, former address and former
                   fiscal year, if changed since last report)


Check  whether  the  issuer  (1) filed all  reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes or common
equity, as of the latest  practicable date:  9,566,668 shares of Common Stock as
of May 12, 1998

Transitional Small Business Disclosure Format (Check One): Yes [ ]   No [X]


<PAGE>

                      International Dispensing Corporation
                          (A Development Stage Company)


                                Table of Contents



Part I - FINANCIAL INFORMATION                                       Page Number


Item 1.  Financial Statements

         Balance Sheets at March 31, 1998 (unaudited)                      2
         and December 31, 1997

         Statements of Operations for the Three Months                     3
         Ended March 31, 1998 and for the Period from Inception
         (October 10, 1995) through March 31, 1998

         Statements of Cash for the Three Months Ended                     4
         March 31, 1998 and for the Period from Inception
         (October 10, 1995) through March 31, 1998

         Notes to Financial Statements                                     5

Item 2.  Management's Discussion and Analysis of Financial                 6
         Condition and Results of Operations


Part II - OTHER INFORMATION                                                9



<PAGE>

<TABLE>
<CAPTION>

                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                    March 31,
                                                                                                 December 31,               1998
                                                                                                     1997                (unaudited)
ASSETS                                                                                          -------------           ------------

<S>                                                                                              <C>                      <C>      
Current Assets:
         Cash and cash equivalents ...................................................           $ 3,138,204              $2,455,74
         Miscellaneous receivable ....................................................                    --                 60,076
         Prepaid expense .............................................................                46,333                 29,333
                                                                                                 -----------            -----------
                  Total current assets ...............................................             3,184,537              2,551,158

Fixed Assets:
         Leasehold improvements ......................................................                 7,270                  7,270
         Office equipment ............................................................                 4,350                  4,350
         Automobile ..................................................................                21,920                 21,920
         Accumulated depreciation and amortization ...................................                (6,559)                (8,058)
                                                                                                 -----------            -----------
                  Net fixed assets ...................................................                26,981                 25,482
Other Assets .........................................................................                57,786                447,057
                                                                                                 -----------            -----------

                  Total assets .......................................................           $ 3,269,304            $ 3,023,697

                                                                                                 ===========            ===========
Liabilities and Stockholders' Equity

Current Liabilities:
         Accounts payable ............................................................           $    12,255            $    20,362
         Accrued expenses ............................................................           $    49,766            $    44,222
                                                                                                 -----------            -----------
                  Total current liabilities ..........................................                62,021                 64,584
                                                                                                 -----------            -----------
                  Total liabilities ..................................................                62,021                 65,584

Commitments and contingencies

Stockholders' Equity:
         Preferred Stock, $.001 par value; 2,000,000 shares ..........................                    --                     --
           authorized; no shares issued or outstanding
         Common Stock $.001 par value; 40,000,000 shares .............................                 9,567                  9,567
           authorized;  9,566,668 issued and outstanding as of
           December 31, 1997 and March 31, 1998,
           respectively
         Additional paid-in capital ..................................................             9,895,286              9,895,286
         Deficit accumulated during the development stage ............................            (6,697,570)            (6,945,740)
                                                                                                 -----------            -----------
                  Total stockholders' equity .........................................             3,207,283              2,959,113
                                                                                                 -----------            -----------
                  Total liabilities and stockholders' equity .........................           $ 3,269,304            $ 3,023,697
                                                                                                 ===========            ===========



         The accompanying notes are an integral part of these financial statements


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


                                                                                                                         Cumulative
                                                                                                                      from Inception
                                                                          Three Months           Three Months     (October 10, 1995)
                                                                             Ended                  Ended                  through
                                                                         March 31, 1998         March 31, 1997        March 31, 1998
                                                                         --------------         --------------        --------------
                                                                          (unaudited)            (unaudited)             (unaudited)

<S>                                                                       <C>                    <C>                    <C>        
Revenues ......................................................           $    57,456            $        --            $    57,456

    Cost of goods sold ........................................                37,584                     --                 37,584
                                                                                                 -----------            -----------
    Gross margin ..............................................                19,872                     --                 19,872

Operating expenses
    General and administrative ................................               301,326                180,096              2,913,576
    Depreciation and amortization .............................                 1,500                    221                  8,060
                                                                          -----------            -----------            -----------
Total expenses ................................................               302,826                180,316              2,921,636


Loss from operations ..........................................               282,954                180,316              2,901,764
Other (income) expense
    Interest expense ..........................................                    --                     --                 66,665

    Interest income ...........................................               (34,784)               (49,206)              (272,689)
                                                                          -----------            -----------            -----------

Net loss before extraordinary loss ............................           $   248,170            $   131,110            $ 2,695,740
Extraordinary loss on retirement of debt ......................                    --                     --                250,000
                                                                          -----------            -----------            -----------

Net loss ......................................................           $   248,170            $   131,110            $ 2,945,740
                                                                          ===========            ===========            ===========

Basic loss per share ..........................................           $     (0.03)           $     (0.01)

Basic and diluted weighted average ............................             9,566,668              9,533,333
  shares outstanding

Diluted loss per share ........................................           $     (0.03)           $     (0.01)


                         The accompanying notes are an integral part of these financial statements


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


                                                                                                                          Cumulative
                                                                                                                      from Inception
                                                                             Three Months          Three Months   (October 10, 1995)
                                                                                 Ended                Ended                through
                                                                            March 31, 1998        March 31, 1997      March 31, 1998
                                                                            --------------        --------------      --------------
                                                                              (unaudited)           (unaudited)          (unaudited)
<S>                                                                           <C>                  <C>                  <C>         
Cash flows from operating activities:
Net Loss ............................................................         $  (248,170)         $  (131,110)         $(2,945,740)
Adjustments to reconcile net loss to net cash
 used in operating activities --
    Depreciation and amortization ...................................               1,500                  221                8,058
    Non-cash compensation ...........................................                --                   --                 76,238
    Loss on retirement of debt ......................................                --                   --                250,000
    Changes in operating assets and liabilities; ....................             (66,076)                --                (66,076)
    Increase in miscellaneous receivable
    (Increase) decrease in prepaid expenses .........................              17,000                8,711              (29,333)
    Increase in other assets ........................................             389,272                 --               (441,258)
    Increase (decrease) in accrued expenses .........................              (2,563)             (70,157)              64,584
                                                                              -----------          -----------          -----------

Net cash used in operating activities ...............................            (682,455)            (192,233)          (3,083,527)
                                                                              -----------          -----------          -----------
Cash flows from investing activities:
    Purchase of fixed assets ........................................                --                   --                (33,539)
    Purchase of license .............................................                --                   --             (4,000,000)
                                                                              -----------          -----------          -----------

Net cash used in investing activities ...............................                --                   --             (4,033,539)

Cash flows from financing activities:
    Proceeds from private placement .................................                --                   --              2,100,000
    Proceeds from issuance of convertible debt ......................                --                   --                150,000
    Repayment of promissory notes ...................................                --                   --               (300,000)
    Repayment of bridge loans .......................................                --                   --             (1,050,000)
    Repayment of convertible debt ...................................                --                   --               (100,000)
    Proceeds from initial public offering ...........................                --                   --              8,772,815
                                                                              -----------          -----------          -----------

Net cash provided from financing activities .........................                --                   --              9,572,815
                                                                              -----------          -----------          -----------

Net increase (decrease) in cash and cash equivalents, ...............            (682,455)            (192,233)           2,455,749
Cash and cash equivalents, beginning of period ......................           3,138,204            4,268,963                 --
                                                                              -----------          -----------          -----------

Cash and cash equivalents, end of period ............................         $ 2,455,749          $ 4,076,630          $ 2,455,749
                                                                              ===========          ===========          ===========
Supplemental disclosure of cash flow
information:
    Cash paid for interest ..........................................                --                   --                 66,665
    Cash paid for taxes .............................................                --                   --                   --
Non-cash investing and financing activities:
    Issuance of common stock ........................................                --                   --            $     5,800
    Purchase of license from affiliate ..............................                --                   --            $ 4,000,000


</TABLE>

<PAGE>



                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                        NOTES TO THE FINANCIAL STATEMENTS
              (Information as of and for the period ended March 31,
                               1998 is unaudited)


1.       THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

         The balance sheet as of March 31, 1998 and statements of operations and
statements  of cash flows for the three months then ended have been  prepared by
International  Dispensing Corporation (the "Company") without audit. The results
should be read in conjunction  with the audited  financial  statements and notes
thereto  included  in the  Company's  Annual  Report on Form 10-KSB for the year
ended December 31, 1997. Results of operations for the three month period is not
necessarily  indicative  of the  operating  results  for the full year.  Interim
statements are prepared on a basis consistent with year end statements.

         In  the  opinion  of  management,   the  unaudited   interim  financial
statements  furnished  herein  include  all  adjustments  necessary  for a  fair
presentation of the results of operations of the Company.
All such adjustments are of a normal recurring nature.


2.       BUSINESS DEVELOPMENTS

         On December 23, 1997,  the Company  entered into an agreement with Well
Men Industrial Company Limited, a Hong Kong registered corporation ("Well Men"),
pursuant to which Well Men granted to the Company an  exclusive  right to market
and sell in China  certain  Well Men  products.  Well Men also  assigned  to the
Company for the purpose of commercializing  such Well Men products,  all of Well
Men's patents and patent  applications  relating to such Well Men products.  The
agreement  is for an  initial  term of ten  years.  The  Company  has  opened  a
representative  office in China to promote  the sales of these  products  and to
establish the name of the Company. Operations commenced in March, 1998.



<PAGE>



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

         The Company was incorporated in Delaware in October 1995 under the name
ReSeal Food  Dispensing  Systems,  Inc.  and  changed its name to  International
Dispensing  Corporation on September 12, 1996. The Company was formed  primarily
for the  purpose  of  commercializing  and  marketing  certain  proprietary  and
patented delivery and dispensing technologies (the "Technologies") licensed from
ReSeal International  Corporation ("RIC"), which Technologies consist of barrier
oriented,  closed delivery and dispensing  systems (the "Systems")  composed of:
(i)   self-adjusting   reservoir   bodies,   (ii)  patented,   barrier  capable,
unidirectional  flow  valves (the "Valve  Assemblies"),  and (iii) as  required,
mechanisms to activate and facilitate the product  delivery and flow  functions.
When  utilized in  dispensing  flowable  food and beverage  products  like milk,
juice,  wine,  etc., the Systems are designed to maintain the sterility,  purity
and freshness of such products  throughout its use life, with the possibility of
eliminating or reducing the need for adding preservatives to the product to keep
it fresh  and/or  refrigeration  throughout  its use  life.  The  self-adjusting
reservoir  body of a System is designed to shrink in proportion to the amount of
the product being dispensed through the Valve Assembly. The Valve Assemblies are
designed to dispense a product without  letting either air or contaminants  flow
back into the internal  reservoir in which the  remaining  product is held.  The
Company  believes that by maintaining  the purity of the product that remains in
the  container,  the  Systems  will  provide  higher  levels  of  freshness  for
significantly  longer periods of time and, if preservatives are eliminated,  the
level of purity, of a wide array of packaged flowable products.

         The Company is  primarily  focusing  its  marketing  activities  on the
application of the licensed  technologies in the Field of Use (as defined below)
as set forth in that certain Amended and Restated License Agreement, between the
Company and RIC, which  encompasses the food and beverage  industries as broadly
defined.  "Field Of Use" means the use of the  Technology to make,  use,  lease,
sell or distribute (a) any food or beverage dispensers or containers that embody
the Technology or the  manufacture,  use,  lease,  sale or distribution of which
uses  the  Technology  (collectively  the  "Product")  intended  for  use  in an
industrial  or  commercial  place  of  business  in the  preparation  of food or
beverage at such place of business,  (b) any food or beverage  Product  intended
for  use  in an  industrial  or  commercial  place  of  business  by a  customer
purchasing  food or beverage at such place of business for consumption on or off
the  premises of such place of  business,  or (c) any food or  beverage  Product
intended  to be  sold to or by food or  beverage  wholesale  price  discounters,
retailers  and similar  establishments  that sell food or beverage to consumers.
Within such  categories,  the  applications of the licensed  technologies can be
divided into a number of  potential  markets,  including  but not limited to the
following: (i) beverages, which include milk/cream,  coffee, tea (hot and cold),
hot  chocolate,  juices,  sweeteners,  baby formula,  baby food (in puree form),
wines and water;  (ii) foods,  which include soups,  liquid eggs, liquid butter,
sauces,  yogurt,  melted cheese (nachos),  baby foods and hot toppings in liquid
form; and (iii) condiments,  which include ketchup,  barbecue sauce, mayonnaise,
salad dressing, oils and mustard.

         The prototype tooling for production of prototype Valve Assemblies will
be completed in the second quarter of 1998. Upon production of initial prototype
Valve Assemblies,  also anticipated to be completed in the second quarter,  such
Valve Assemblies will be subjected to independent laboratory


<PAGE>


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


testing.  In addition,  the Company will supply  specific  prototype  Systems to
customers for consumer testing.

         On  November  10,  1997,  the  Company  entered  into a  Joint  Systems
Development  Agreement with  Packaging  Systems,  L.L.C.,  the parent company of
Rapak, Inc. The resulting products of this strategic alliance will be Bag-in-Box
with unique  Valve/Pump  Technology food and beverage delivery systems that will
be marketed to the food and beverage industries throughout the United States.

         On December 23, 1997,  the Company  entered into an agreement with Well
Men Industrial Company Limited, a Hong Kong registered corporation ("Well Men"),
pursuant to which Well Men granted to the Company an  exclusive  right to market
and sell in China  certain  Well Men  products.  Well Men also  assigned  to the
Company for the purpose of commercializing  such Well Men products,  all of Well
Men's patents and patent  applications  relating to such Well Men products.  The
agreement  is for an  initial  term of ten  years.  The  Company  has  opened  a
representative  office in China to promote  the sales of these  products  and to
establish the name of the Company. Operations commenced in March, 1998.


                              Result of Operations

         In March, 1998, the Company had revenues of $57,456,  all of which were
derived  from the sale of Well Men  products in China.  Such  revenues  were the
first  generated by the Company  since its  inception.  The Company  anticipates
steadily  increasing revenues from the sale of Well Men Products during the next
12 months.

         In addition,  the Company has engaged in on-going marketing discussions
with a number of potential strategic alliance partners,  licensees and end users
of the Technologies.  In this regard, discussions have been conducted with major
companies  in  Canada,  Europe,  Australia  and the  United  States  to  explore
opportunities in the product categories.

         The Company incurred General and Administrative expenses of $301,326 in
the quarter ended March 31, 1998 versus General and  Administrative  expenses of
$180,316 for the quarter  ended March 31, 1997.  This  increase of $121,010 over
the  comparable  period last year is due primarily to the Company's  accelerated
investment in research and development of its core technology,  and its start-up
costs associated with the Well Men Agreement.

         The  Company  has  reported a net loss from  operations  of $ 2,945,740
since inception.


                               Financial Condition

         As reflected in the financial  statements,  the Company has experienced
continuing net losses and negative cash flows from operations  through March 31,
1998. The Company's continuing existence



<PAGE>



is dependent  on its ability to attain  profitable  operations.  As of March 31,
1998, the Company had liquid assets of $2,455,749.

         In a private placement concluded in February 1996, the Company obtained
aggregate  capital  of  $2,250,000  through  the  issuance  by  the  Company  of
convertible notes, options and the sale of Common Stock.

         In October  1996,  the Company  sold,  in an initial  public  offering,
833,334  Units,  each Unit  consisting  of two  shares  of Common  Stock and two
redeemable Class A purchase  warrants for $12.00 per Unit. Each warrant entitles
the holder to purchase one share of the Company's  Common Stock for $7.00 during
the four year period commencing  October 3, 1997. The warrants are redeemable by
the  Company  at $.05 per  warrant  any time  after  October  3, 1997 if certain
conditions  are met.  The net  proceeds,  which the  Company  received  from the
offering, amounted to approximately $8.8 million.

         The Company  believes that it has adequate  funds  available to conduct
and continue its business and does not foresee needing to raise additional funds
in the next 12 months.



<PAGE>



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
                           None

Item 2.  Changes in Securities
                           None

Item 3.  Defaults upon Senior Securities
                           None

Item 4.  Submission of Matters to a Vote of Security Holders
                           None

Item 5.  Other Information
                           None

Item 6.  Exhibits and Reports on Form 8-K
                           (a)      Exhibit 27 - Financial Data Schedule
                           (b)      No  reports on Forms 8-K have been filed for
                                    the  quarter  for which this report is being
                                    filed.



<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        INTERNATIONAL DISPENSING
                                             CORPORATION



Date:  May 8, 1998                   /s/ Jon D. Silverman
                                        ---------------------
                                       Jon D. Silverman
                                       Chairman of the Board, Chief Executive
                                         Officer & President
                                       (Principal Executive Officer)



Date:  May 8, 1998                   /s/ Jeffrey D. Lewenthal
                                       -------------------------
                                       Jeffrey D. Lewenthal
                                       Chief Financial Officer and Treasurer
                                         (Principal Accounting and Financial
                                          Officer)