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 September 30, 1996


___  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:

7,900,000 shares of Common Stock as of September 30, 1996

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 September 30,1996 (unaudited)
                 and December 31, 1995                                         2

        Statement of Operations for the Three Months
                 and Nine months Ended September 30, 1996                      3

        Statement of Cash Flows
                 For the Nine Months Ended September 30, 1996                  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,   September 30
                                                                             1995            1996
                                                                                          (unaudited)
                                                                          -----------    ------------
                           Assets
Current Assets:
<S>                                                                       <C>            <C>        
          Cash and cash equivalent                                        $     5,168    $   138,976
                                                                          -----------    -----------

                   Total current assets;                                        5,168        138,976

Fixed Assets:
          Leasehold improvements                                                4,475          5,872
          Office equipment                                                      4,350          7,079
          Accumulated depreciation and amortization                              (882)        (1,544)
                                                                          -----------    -----------

                   Net fixed assets                                             7,943         11,407
Other assets                                                                   14,677         75,447
Deferred issuance costs                                                            --         42,298
                                                                          -----------    -----------

                   Total assets;                                          $    27,788    $   268,128
                                                                          ===========    ===========

                             Liabilities and Stockholders' Equity

Current Liabilities:
          Accrued expenses                                                $    45,806    $   110,516
          Due to affiliate                                                  3,649,739      2,834,118
          Convertible Promissory Notes                                        150,000        100,000
          Promissory Notes                                                         --        300,000
          Bridge loans payable, current portion                                    --      1,050,000
                                                                          -----------    -----------

                   Total current liabilities                                3,845,545      4,394,634
Bridge loans payable                                                          175,000             --
                                                                          -----------    -----------

                   Total liabilities                                        4,020,545      4,394,634

Commitments and contingencies (Note 1)

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: 5,887,500 and
            7,900,000 issued and outstanding as of December 31,1995
            and September 30, 1996 respectively                                 5,888          7,900
          Additional; paid-in capital                                         251,150      1,124,138
          Deficit accumulated during the development stage                 (4,249,795)    (5,258,544)
                                                                          -----------    -----------

                   Total stockholders' equity (deficiency)                 (3,992,757)    (4,126,506)
                                                                          -----------    -----------

                   Total liabilities and stockholders'
                    equity (deficiency)                                   $    27,788    $   268,128
                                                                          ===========    ===========
</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    Nine Months   (October 10, 1995)
                                                      Ended          Ended           through
                                                  September 30,    September 30,   September 30,
                                                       1996             1996           1996
                                                  ---------------  -------------   -------------
                                                   (unaudited)     (unaudited)     (unaudited)

<S>                                               <C>              <C>              <C>        
Revenues                                          $        --      $        --      $        --

Costs and expenses:
          General and administrative                  267,574          719,065          963,833
          Depreciation and amortization                   221              662            1,544
                                                  -----------      -----------      -----------

                   Total costs and expenses           267,795          719,727          965,377

Loss from operations                                  267,795          719,727          965,377
          Interest expense                             13,007           39,022           43,167
                                                  -----------      -----------      -----------

Net loss before extraordinary loss                $   280,802      $   758,749      $ 1,008,544
Extraordinary loss on retirement of debt                   --          250,000          250,000
                                                  -----------      -----------      -----------

Net loss                                          $   280,802      $ 1,008,749      $ 1,258,544
                                                  ===========      ===========      ===========

Net loss per share before extraordinary item      $     (0.04)     $     (0.10)
Extraordinary loss per share                      $        --      $     (0.03)
Net loss per share                                $     (0.04)     $     (0.13)
Weighted average shares outstanding                 7,900,000        7,900,000
</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
                                                                          Nine Months    (October 10, 1995)
                                                                             Ended           through
                                                                         September 30,    September 30,
                                                                              1996            1996
                                                                         --------------   -------------
                                                                          (unaudited)      (unaudited)

Cash flows from operating activities:
<S>                                                                       <C>            <C>         
       Net Loss                                                           $(1,008,749)   $(1,258,544)
            Adjustments to reconcile net loss to net cash used in
            operating activities;
                 Depreciation and amortization                                    662          1,544
                 Non-cash compensation                                             --         76,238
                 Loss on retirement of debt                                   250,000
                 Changes in operating assets and liabilities;
                       Increase in other assets                              (103,068)      (111,945)
                       Increase/(decrease) in accrued expenses                 64,710        110,516
                                                                          -----------    -----------

Net cash used in operating activities                                        (796,445)    (1,182,191)
                                                                          -----------    -----------

Cash flows from investing activities:
       Purchase of fixed assets                                                (4,127)       (12,952)
       Purchase of license                                                   (815,620)    (1,165,881)
                                                                          -----------    -----------

Net cash used in investing activities                                        (819,747)    (1,178,833)

Cash flows from financing activities:
       Proceeds from private placement                                      1,750,000      2,100,000
       Proceeds from issuance of convertible debt                                            150,000
                                                                          -----------    -----------

Net cash provided from financing activities                                 1,750,000      2,250,000
                                                                          -----------    -----------

Net increase in cash and cash equivalents,                                    133,808        138,976
Cash and cash equivalents, beginning of period                                  5,168              0
                                                                          -----------    -----------

Cash and cash equivalents, end of period                                  $   138,976    $   138,976
                                                                          ===========    ===========

Supplemental disclosure of cash flow information:
       Cash paid for interest                                                      --             --
       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 September 30, 1996 is unaudited)

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

         The balance sheet as of September 30, 1996 and statements of operations
and  statements of cash flows for the nine months ended and for the three months
ended  September  30,  1996  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 Form SB-2 registration statement, declared effective on October 3,
1996, on file with the Securities and Exchange Commission. Results of operations
for the nine and three  month  periods  are 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
extinguishment 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.  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 $8.7 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 will focus 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 intended for use in any acceptable food and beverage application.
With 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 will  undertake  the  formation  of strategic  alliances or
direct  license/supply   agreements  with  major  food  and  beverage  companies
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.

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,  pursuant  to which the
Company  obtained  aggregate  capital of  $2,250,000.  These funds were procured
through the issuance by the Company of certain  convertible  notes,  options and
the sale of Common Stock in a private placement concluded in February, 1996.

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

         The Company has reported a net loss from operations of $1,258,544 since
inception.

Financial Condition

         As reflected in the financial  statements,  the Company has experienced
continuing net losses and negative cash flows from operations and has maintained
negative  working  capital  and  negative  equity at  September  30,  1996.  The
Company's  continuing  existence is dependent on its ability to raise additional
capital and achieve and maintain profitable operations. The Company continues to
be in the development  stage and does not foresee operating revenue until fiscal
year 1997.  Management  plans to finance  the  Company by  obtaining  additional
financing through  additional  private placements of equity. As of September 30,
1996, the Company had liquid assets of $138,976.


                                       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.  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 $8.7 million.


                                       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: November 19, 1996                  /s/ Jon D. Silverman
                                         --------------------
                                         Jon D. Silverman
                                         Chairman of the Board, Chief Executive
                                            Officer & President
                                         (Principal Executive Officer)

Date: November 19, 1996                  /s/ David W. Brenman
                                         --------------------
                                         David W. Brenman
                                         Chief Financial Officer and Treasurer
                                         (Principal Accounting and Financial
                                             Officer)