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, 1997


___  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                     For the transition period from ________ to ____
                     Commission file number

                      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.)


              342 Madison Avenue, Suite 1034, New York, N.Y. 10173
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (212) 682-2244
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


                                      None
--------------------------------------------------------------------------------
              (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:

9,566,666 shares of Common Stock as of May 12, 1997

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


<PAGE>


                      International Dispensing Corporation

                                Table of Contents

Part I - FINANCIAL INFORMATION                                          Page No.
                                                                        --------
Item 1. Balance Sheet at March 31,1997 (unaudited)
                 and December 31, 1996                                         2

        Statement of Operations for the Three Months
                 Ended March 31,1997                                        
                 and for the Period from Inception
                 (October 10, 1995) through March 31, 1997                     3

         Statements of Cash Flows for the Three  
               Months Ended March 31, 1997 
               and for the Period from Inception
               (October 10, 1995) through March 31, 1997                       4

        Notes to Financial Statements                                          5


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

Part II - OTHER INFORMATION                                                    9


<PAGE>
                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                      December 31,            March 31,
                                                                                          1996                  1997
                                                                                                             (UNAUDITED)
                                     Assets
Current Assets:
<S>                                                                                  <C>                  <C>        
         Cash and cash equivalents                                                   $ 4,268,963          $ 4,076,630
         Prepaid expense                                                                  95,833               87,121
                                                                                     -----------          -----------

                      Total current assets                                             4,364,796            4,163,751

Fixed Assets:
         Leasehold improvements                                                            7,720                7,270
         Office equipment                                                                  4,350                4,350
         Accumulated depreciation and amortization                                        (2,044)              (2,265)
                                                                                     -----------          -----------

                  Net fixed assets                                                         9,576                9,355
Other assets                                                                              95,761               95,761
                                                                                     -----------          -----------

                  Total assets                                                       $ 4,470,133          $ 4,268,867
                                                                                     ===========          ===========

                           Liabilities and Stockholders' Equity

Current Liabilities:
         Accrued expenses                                                            $   117,759          $    47,602
                                                                                     -----------          -----------
                  Total current liabilities                                              117,759               47,602
                                                                                     -----------          -----------
                  Total liabilities                                                      117,759               47,602

Commitments and contingencies

Stockholders' Equity (Deficiency):
         Preferred Stock, $.001 par value; 2,000,000 shares authorized; no                    --                   --
         shares issued or outstanding
         Common Stock $.001 par value;  20,000,000 shares authorized;
         9,566,668 issued and outstanding as of December 31, 1996 and March
         31, 1997, respectively                                                            9,567                9,567
         Additional paid-in capital                                                    9,895,286            9,895,286
         Deficit accumulated during the development stage                             (5,552,479)          (5,683,588)
                                                                                     -----------          -----------

                  Total stockholders' equity (deficiency)                              4,352,374            4,221,265
                                                                                     -----------          -----------

                  Total liabilities and stockholders' equity (deficiency)            $ 4,470,133          $ 4,268,867
                                                                                     ===========          ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      -2-

<PAGE>

                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        For the Period
                                                                                        from Inception
                                                              Three Months            (October 10, 1995)
                                                                 Ended                     through
                                                               March 31,                  March 31,
                                                                  1997                       1997
                                                                  ----                       ----
                                                              (unaudited)                (unaudited)
<S>                                                            <C>                         <C>        
Revenues                                                       $        --                 $        --
                                                                               
Costs and expenses:
         General and administrative                                180,096                   1,463,935
         Depreciation and amortization                                 221                       2,265
                                                               -----------                 -----------

                  Total costs and expenses                         180,316                   1,466,200

Loss from operations                                               180,316                   1,466,200
         Interest expense                                               --                      66,665
         Interest income                                           (49,206)                    (99,275)
                                                               -----------                 -----------

Net loss before extraordinary loss                             $   131,110                 $ 1,433,590


Extraordinary loss on retirement of debt                                --                     250,000
                                                               -----------                 -----------

Net loss                                                       $   131,110                 $ 1,683,590
                                                               ===========                 ===========

Net loss per share                                             $     (0.01)
Weighted average shares outstanding                              9,533,333
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      -3-

<PAGE>

                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                   For the Period
                                                                                                   from Inception
                                                                         Three Months              (October 10, 1995)
                                                                             Ended                      through
                                                                           March 31,                   March 31,
                                                                             1997                         1997
                                                                             ----                         ----
                                                                          (unaudited)                 (unaudited)
                                                         
Cash flows from operating activities:
<S>                                                                        <C>                      <C>         
         Net Loss                                                          $  (131,110)             $(1,683,588)
             Adjustments to reconcile net loss to net
             cash used in operating activities;
               Depreciation and amortization                                       221                    2,265
               Non-cash compensation                                                --                   76,238
               Loss on retirement of debt                                           --                  250,000
               Changes in operating assets and
               liabilities;
                 Increase in prepaid expenses                                    8,711                  (87,121)
                 Increase in other assets                                           --                  (89,961)
                 Increase/(decrease) in accrued expenses                       (70,157)                  47,602
                                                                           -----------              -----------

Net cash used in operating activities                                         (192,333)              (1,484,565)
                                                                           -----------              -----------

Cash flows from investing activities:
         Purchase of fixed assets                                                   --                  (11,620)
         Purchase of license                                                        --               (4,000,000)
                                                                           -----------              -----------

Net cash used in investing activities                                               --               (4,011,620)

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 offerring                                     --                8,772,815
                                                                           -----------              -----------

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

Net increase in cash and cash equivalents,                                    (192,333)               4,076,630
Cash and cash equivalents, beginning of period                               4,268,963                        0
                                                                           -----------              -----------

Cash and cash equivalents, end of period                                   $ 4,076,630              $ 4,076,630
                                                                           ===========              ===========

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>

    The accompanying notes are an integral part of these financial statements


                                      -4-

<PAGE>

                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                        NOTES TO THE FINANCIAL STATEMENTS
           (Information as of and for the period ended March 31, 1997
                                  is unaudited)

1.       THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

         The balance sheet as of March 31, 1997 and statements of operations and
statements  of cash  flows for the three  months  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, 1996. 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,  except  for  the  extraordinary  loss  on
retirement of debt.

2.       INITIAL PUBLIC OFFERING

         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 for the
four year period commencing  October 3, 1997. The warrants are redeemable by the
Company at $.05 per warrant any time after October 3, 1998 if certain conditions
are met.  The net  proceeds,  which  the  Company  received  from the  offering,
amounted to approximately $8.8 million.


                                      -5-

<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 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.


                                      -6-

<PAGE>

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

         The Company is undertaking the formation of strategic  alliances and/or
direct license/supply agreements with major food and beverage companies, as well
as   applicable   equipment/bag-in-box   manufacturers,   currently   generating
substantial  revenues from their existing  markets.  It is further intended that
these  relationships will include  co-development of new products in tandem with
the production of new dispensing  systems which  incorporate  the  Technologies.
Upon successful  consummation of a strategic  alliance or direct  license/supply
relationship,  of which there can be no  assurance,  the  customer or  strategic
partner will utilize the  Technologies in conjunction with products that have an
existing market share, as well as the System associated with the introduction of
new products.

         The  Company  has  solicited  bid  quotations   from  three   different
suppliers,  for the fabrication of multi-cavity molds for the manufacture of the
Valve  Assemblies.  Simultaneously,  quotations for the  manufacture of a single
cavity  mold are being  solicited.  The  single  cavity  mold will allow for the
manufacture of prototype tooling and refinement for large production runs.


RESULT OF OPERATIONS

         The  Company  has  not  generated  any  revenues  to date  and  must be
considered  in the  development  stage.  The  activities  of the  Company  since
inception in October 1995 have been primarily directed at formational activities
including the completion of initial capitalization.

         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 and the United States to explore  opportunities  in
the product categories.

         The  Company  has  reported a net loss from  operations  of $ 1,683,590
since inception.

FINANCIAL CONDITION

         As reflected in the financial  statements,  the Company has experienced
continuing net losses and negative cash flows from operations at March 31, 1997.
The  Company's  continuing  existence  is  dependent  on its ability to maintain
profitable operations.  The Company continues to be in the development stage and
does not  foresee  operating  revenue  until the fourth  quarter of fiscal  year
ending December 31, 1997. As of March 31, 1997, the Company had liquid assets of
$4,076,630.

         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.


                                       -7-

<PAGE>

         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, 1998,  if certain
conditions  are met.  The net  proceeds,  which the  Company  received  from the
offering, amounted to approximately $8.8 million.

         The Company does not foresee needing to raise  additional  funds in the
next 12 months.


                                      -8-

<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.


                                       -9-


<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 15, 1997                       /s/ Jon D. Silverman
                                         --------------------
                                         Jon D. Silverman
                                         Chairman of the Board, Chief Executive
                                            Officer & President
                                         (Principal Executive Officer)

Date: May 15, 1997                       /s/ David W. Brenman
                                         --------------------
                                         David W. Brenman
                                         Chief Financial Officer and Treasurer
                                         (Principal Accounting and Financial
                                             Officer)