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, 1999

[ ]      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 November 4, 1999

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

Item 1.   Financial Statements                                       Page Number

          Balance Sheets at September 30, 1999 (unaudited)                3
          and December 31, 1998

          Statements of Operations for the Nine and Three Months          4
          Ended September 30, 1999 and 1998 and for the Period
          from Inception (October 10, 1995) through
          September 30, 1999

          Statements of Cash Flows for the Nine Months Ended              5
          September 30, 1999 and 1998 and for the Period from
          Inception (October 10, 1995) through September 30, 1999

          Notes to Financial Statements                                   6

Item 2.   Management's Discussion and Analysis of Financial               7
          Condition and Results of Operations

Part II - OTHER INFORMATION                                              12


                                       2

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

                                  BALANCE SHEET

                                                    September 30,   December 31,
                                                        1999           1998
                                                     -----------    -----------
                                                     (unaudited)
Assets
Current Assets:
  Cash and cash equivalents ......................   $   370,365    $ 1,270,527
  Accounts receivable ............................        57,170
  Prepaid expenses ...............................                       43,545
                                                     -----------    -----------
                              Total current assets       427,535      1,314,072
Fixed Assets:
  Office equipment ...............................       201,620          3,480
  Automobile .....................................        21,919         21,919
  Accumulated depreciation and amortization ......       (13,714)        (8,314)
                                                     -----------    -----------
                                  Net fixed assets       209,825         17,085
Other Assets .....................................        23,035         30,033
                                                     -----------    -----------
                                      Total Assets   $   660,395    $ 1,361,190
                                                     ===========    ===========

Liabilities and Stockholders' Equity
Current Liabilities:
  Accounts payable ...............................        14,330         19,791
  Accrued expenses ...............................         5,532         72,506
  Escrow account .................................       365,000
                                                     -----------    -----------
  Total current liabilities ......................       384,862         92,297
                                                     -----------    -----------
                                 Total liabilities       384,862         92,297
Commitments & contingencies
Stockholders' Equity:
  Preferred stock, $.001 par value; ..............                         --
  2,000,000 shares authorized, no
  shares issued or outstanding
  Common stock, $.001 par value; .................         9,567          9,567
  40,000,000 shares  authorized;
  9,566,668 issued and outstanding
  as of December 31, 1998 and September 30,
  1999, respectively
  Additional paid-in capital .....................     9,895,286      9,895,286
  Deficit accumulated during .....................    (9,629,320)    (8,635,960)
  development stage
                                                     -----------    -----------
                        Total stockholders' equity       275,533      1,268,893
                                                     -----------    -----------
        Total liabilities and stockholders' equity   $   660,395    $ 1,361,190
                                                     ===========    ===========



    The accompanying notes are an integral part of these financial statements

                                       3


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

                                                       STATEMENT OF OPERATIONS

                                                                                                                        Cumulative
                                                                 Nine Months                    Three Months          from Inception
                                                                   ended                           ended            October 10, 1995
                                                       -----------------------------   -----------------------------      through
                                                       September 30,   September 30,   September 30,   September 30,   September 30,
                                                           1999            1998            1999            1998            1999
                                                        (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)
                                                        -----------     -----------     -----------     -----------     -----------
<S>                                                     <C>             <C>             <C>             <C>             <C>
Operating Expenses
General and Adminstrative ..........................      1,070,040         976,801         378,198         330,107       4,899,279
Depreciation and Amortization ......................          5,400           4,500           1,800           1,500          21,856
                                                        -----------     -----------     -----------     -----------     -----------
                            Total operating expenses      1,075,440         981,301         379,998         331,607       4,921,135
                                                        -----------     -----------     -----------     -----------     -----------
                                Loss from operations     (1,075,440)       (981,301)       (379,998)       (331,607)     (4,921,135)

Other income (expense)
Interest Expense ...................................           --              --              --              --           (66,665)
Interest Income ....................................         31,256          77,337           8,865          15,578         401,583
Miscellaneous income ...............................         50,825            --              --              --            50,825
                                                        -----------     -----------     -----------     -----------     -----------
                  Net loss before extraordinary loss
                         and discontinued operations    ($  993,359)    ($  903,964)    ($  371,133)    ($  316,029)    ($4,535,392)

Extraordinary loss on retirement of debt ...........           --              --              --              --          (250,000)

Loss from discontinued operations ..................           --          (245,655)           --          (100,000)       (843,927)
                                                        -----------     -----------     -----------     -----------     -----------
                                            Net loss    ($  993,359)    ($1,149,619)    ($  371,133)    ($  416,029)    ($5,629,319)
                                                        ===========     ===========     ===========     ===========     ===========

Basic and diluted loss per share ...................    ($     0.10)    ($     0.12)    ($     0.04)    ($     0.04)

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




                              The accompanying notes are an integral part of these financial statements

</TABLE>



                                                                  4


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

                                                       STATEMENT OF CASH FLOWS
                                                                                                                        Cumulative
                                                                                                                      from Inception
                                                                                Nine months         Nine Months     October 10, 1995
                                                                                   ended               ended              through
                                                                               September 30,       September 30,       September 30,
                                                                                   1999                1998                1999
                                                                                (unaudited)         (unaudited)         (unaudited)
                                                                                -----------         -----------         -----------
<S>                                                                             <C>                 <C>                 <C>
Cash flows from operating activities:
Net Loss ...............................................................        $  (993,359)        $  (658,309)        $(5,629,319)
Adjustment for (income) loss from discontinued operations ..............               --              (245,655)            843,927
                                                                                -----------         -----------         -----------
Net loss from continuing operations ....................................           (993,359)           (903,964)         (4,785,392)
Adjustments to reconcile net loss to
 net cash used in operating activities:
  Depreciation and amortization ........................................              5,400               4,500              21,854
  Compensation from stock grant ........................................               --                  --                25,279
  Non-cash compensation ................................................               --                  --                76,238
  Loss on retirement of debt ...........................................               --                  --               250,000
  Changes in operating assets and liabilities:
    Increase in accounts receivable ....................................            (57,170)           (723,089)            (57,170)
    (Increase) decrease in prepaid expenses ............................             43,545              46,333
    Increase in other assets ...........................................            (17,002)           (671,581)            (41,235)
    Increase (decrease) in accrued expenses ............................            (66,974)            250,044             (19,747)
    Increase (decrease) in accounts payable ............................             (5,462)                                 14,329
    Increase in escrow account .........................................            365,000                                 365,000
                                                                                -----------         -----------         -----------
Net cash used in continuing operating activities .......................           (702,022)         (1,997,757)         (4,126,844)
Net cash provided by (used in) discontinued operations .................               --               245,655            (843,927)
Net cash used by operating activities ..................................           (702,022)         (1,752,102)         (4,970,771)
Cash flows from operating activities:
  Purchase of fixed assets .............................................           (198,140)               --              (231,679)
  Purchase of license ..................................................               --                  --            (4,000,000)
                                                                                -----------         -----------         -----------
Net cash used in investing activities ..................................           (198,140)               --            (4,213,679)
Cash flows from financing activities:
  Proceeds from private placement ......................................               --                  --             2,100,000
  Proceeds from issuance of convertible debt ...........................               --                  --               150,000
  Repayment of promissory note .........................................               --                  --              (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 ...................           (900,162)         (1,752,102)            309,901
Cash and cash equivalents, beginning of period .........................          1,270,527           3,138,204                --
                                                                                -----------         -----------         -----------
Cash and cash equivalents,end of period ................................        $   370,365         $ 1,386,102         $   370,365
                                                                                ===========         ===========         ===========
Supplemental disclosure of cash flow information:
  Cash paid for interest ...............................................               --                  --           $    66,665
Non-cash investing and financing activities:
  Issuance of common stock .............................................               --                  --           $     5,800
  Purchase of license from affiliate ...................................               --                  --           $ 4,000,000



                              The accompanying notes are an integral part of these financial statements

</TABLE>

                                                                 5


<PAGE>


                      INTERNATIONAL DISPENSING CORPORATION
                          (A Development Stage Company)

                        NOTES TO THE FINANCIAL STATEMENTS
  (Information as of and for the period ended September 30, 1999 is unaudited)


1.       THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

         The balance sheet as of September 30, 1999 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, 1998. Results of operations for the nine 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.       DISCONTINUED OPERATIONS

         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  was for an  initial  term of ten  years.  The  Company  had  opened a
representative  office in China to promote the sales of Well Men products and to
establish the name of the Company.  The Company incurred  cumulative expenses of
approximately   $844,000   related  to  the  opening  and   maintaining  of  the
representative  office in China,  merchandise  shipped to China, and general and
administrative expenses.

         In December 1998,  Well Men materially  breached its agreement with the
Company by selling Well Men water heaters  directly in China. In addition,  Well
Men had  refused to pay for any of the  products  provided to it. As a result of
this breach and the  Company's  inability  to obtain  payment from Well Men, the
Company  discontinued  this  operation  and  wrote-off  all related  receivables
resulting in a loss of $719,000 in 1998. For the nine months ended September 30,
1998, the Company's  results of operations  have been classified as discontinued
operations.

         It is the  Company's  intent  to pursue  payment  of  reimbursement  of
expenses incurred in the Company's China undertaking from Well Men.


                                       6


<PAGE>


3.         SUBSEQUENT EVENT

         On October 25, 1999, the Company obtained $700,000 of financing through
the issuance of shares of Series A Redeemable  Convertible  Preferred Stock to a
group of  accredited  investors.  Under  their  subscription  agreement  for the
purchase of Preferred Stock,  the investors have agreed,  subject to the Company
maintaining an  unencumbered  cash or cash equivalent  balance of $100,000,  and
their right to terminate their commitment to purchase  additional  shares at any
time,  to buy a minimum of $700,000 and a maximum of $2,000,000 of the Preferred
Shares  at a price  of  $2,000  per  share  in  periodic  purchases  tied to the
Company's  anticipated  funding needs over a period ending August 31, 2000.  The
Company is not obligated to issue any additional  shares of Preferred Stock. The
Preferred Stock is entitled to receive a 12% cumulative annual dividend, payable
quarterly  at the  Company's  option  in either  cash or  Preferred  Stock.  The
Preferred  Stock  carries a  liquidation  preference  of $2,000  per share  plus
accrued and unpaid  dividends and is convertible  anytime at the holder's option
into shares of the Company's common stock at an initial conversion rate of $0.22
per share of Common  Stock,  which  conversion  rate is subject to adjustment in
certain  circumstances  to protect  against  dilution.  The  Preferred  Stock is
redeemable at the Company's option, for $2,000 per Share plus accrued and unpaid
dividends,  upon the earlier of the Company reporting three consecutive quarters
of net income or reporting audited net income for any fiscal year. The Preferred
Stock votes with the Common  Stock on an as-converted basis and has the right to
elect one  director  to the Board.  The Shares  issued  are  unregistered,  have
unlimited piggyback  registration rights and one demand registration right. The
Company  intends  to use the  proceeds  of the  sale to  make a  portion  of the
required capital investments to bring its proprietary,  patented technologies to
market.  The stock sale will also allow the  Company to pursue  several  pending
strategic  alliances with leading  flexible  packaging and dispensing  equipment
suppliers.


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

         The Company's first commercial  technology to be brought to market will
be the Gravity Flow Valve.  This  dispensing  technology has been in development
for over 3 years.  The Company believes that on or before December 17, 1999, the
Company's single cavity  production mold and semi automated  assembly  equipment
will be producing Gravity Flow Valves for commercial sale.

         The Gravity Flow Valve was  developed to exceed the barrier  dispensing
requirements of products dispensed from flexible packaging, commonly referred to
as Bag-in-Box  packaging (i.e.,  plastic film formed into a bag or pouch that is
carried in a cardboard  box). The Gravity Flow Valve was  specifically  targeted
for use in  bag-in-box  applications  such as boxed  wine,  milk,  cream,  fruit
juices, ice teas, hot beverages, salad dressings, sauces and cooking oils.

         The Gravity Flow Valve's patented, technology offers flowable foods and
non-carbonated  beverages an instant open and instant  close  dispensing  action
that delivers improved oxygen and bacteria barriers.


                                       7


<PAGE>


         The   Company's   Gravity  Flow  Valve   capabilities   were   expanded
significantly  when the Gravity  Flow Valve core  technology  was wrapped into a
tamper  resistant  package that offered  customers  the  flexibility  to develop
ergonomic,  Custom  Gravity Flow Valves to their  specifications.  The ergonomic
custom design  option  provides the producers of wine,  juice,  salad  dressing,
dairy,  coffee,  tea, soup and sauce an opportunity to offer  exclusive,  unique
dispensing  devices that are tamper resistant,  cost effective and a clear point
of difference versus other competing dispensing technologies.

         The  Company   believes  that  its  patented  gravity  flow  technology
represents  the  pivotal,  core  technology  that will allow  flowable  food and
beverage companies to change the current dispensing paradigm and deliver quality
foods  and  beverages  safely  to the food  service  industry  and  quick  serve
restaurants.

         The Company is currently in discussions  with leading flowable food and
beverage companies and plans to form strategic alliances with leading corrugated
box, and filling equipment  companies to offer end users unique, cost effective,
turnkey solutions.

         Future  development  work on the Gravity  Flow Valve will be focused on
customized designs to meet specific customer requests.

         In the latter part of 1999, the Company developed its Fresh Flow System
from a design that was  patented  in 1997.  The Fresh Flow System is intended to
replace  peristaltic  pumps,  which are  currently  used to move  non-carbonated
concentrates  from their flexible packages into the mixing and dispensing stream
of post-mix dispenser units.

         The Fresh  Flow  System is a  disposable  dispensing  valve that can be
customized to fit onto each bag of delicate juice,  tea or beverage  concentrate
that will be dispensed through a post-mix dispenser.  The Fresh Flow System is a
commercially  sterile  dispensing  valve that also acts as a barrier closure for
delicate beverage  concentrates.  A proof of concept tabletop demonstration unit
has been constructed for the Fresh Flow System,  which  demonstrates its ability
to move non-carbonated concentrates from their flexible packages into the mixing
and dispensing stream of a post-mix dispensing unit.

         The  Company  is  in  the  process  of  evaluating  strategic  alliance
opportunities  with leading  post-mix  dispensing  equipment  manufacturers  and
leading  beverage  concentrate  companies  in order to move to the next stage of
design development for the Fresh Flow System.

         The Company has developed a Portion Control Pump designed to exceed the
sterile  dispensing  requirements of the flowable food and beverage  industries.
The Portion  Control Pump is targeted for  products  ranging from nacho  cheese,
condiments,  salad dressings,  and teas to cooking oils,  sauces, and soups. The
Company's patented core technology is embedded into the pump providing a sterile
portion  control  dispensing  solution for products that could not be offered in
flexible package. The Company believes that the Portion Control Pump will have a
significant  impact on the way nacho


                                       8


<PAGE>


cheese,  soups,  broth,  sauces and cooking oils are  dispensed  across the food
service  industry  and  the  quick  serve  restaurant  industry.  The  Company's
disposable  Portion  Control Pump is attached to each individual bag or pouch at
the  production  facility  acting  as a  tamper  resistant  closure  during  the
distribution  process. Once on site, the Portion Control Pump is intended to act
as a dispensing device that will enhance product safety and insure the product's
quality is in the same commercial sterile state as when the package was filled.

         The Portion  Control Pump  technology  can be  customized  to any size,
shape  and  functionality  to meet the  demands  of  various  flowable  food and
beverage  applications.   The  Portion  Control  Pump  technology  can  also  be
customized to offer customers a manual,  mechanical or electrical actuated pump.
Hand  made  prototypes  of the  manually  actuated  pumps  are  currently  being
presented to leading food, beverage and dispensing equipment companies.

         The  Company  is  in  the  process  of  evaluating  strategic  alliance
opportunities with leading food, beverage and dispensing equipment manufacturers
in order to move to the next level of Portion Control Pump prototyping that will
be product specific.

         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  was  for  an  initial  term  of  ten  years.  The  Company  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.

         In December of 1998,  Well Men  materially  breached its agreement with
the Company by selling Well Men water heaters  directly in China. As a result of
this breach,  the Company has  discontinued  its operations in China, and took a
charge in the fourth quarter of 1998 of $718,926 representing costs and expenses
incurred by the Company in its China venture.

         The Company intends to pursue payment of a $332,750  receivable arising
from sales to a Chinese customer which purchased water heaters and pitchers from
the Company in 1998, as well as reimbursement from Well Men of expenses incurred
by the Company in its China venture.


                                       9


<PAGE>


                              RESULT OF OPERATIONS

                NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
                      NINE MONTHS ENDED SEPTEMBER 30, 1998

         REVENUE - The Company has not  generated  any revenue  from  operations
since its inception.

         OPERATING  EXPENSES - For the nine months ended September 30, 1999, the
Company  had  operating  expenses  of  $1,070,040,  which  included  $243,772 in
research and development related expenses, versus operating expenses of $976,801
for the nine month period ended September 30, 1998. This increase of $93,239, or
9.5% over the  comparable  period last year,  is due primarily to an increase in
research and development related expenses,  the hiring of a new President/CEO on
March 15, 1999,  and the  retention of a consultant in July to assist in product
sales and a consultant  in September to direct the Company's  quality  assurance
program for its products.

         NET LOSS - For the nine months ended  September  30, 1999,  the Company
had a net loss of $993,359  versus a net loss of $1,149,619  for the nine months
ended September 30, 1998.  This decrease in net loss of $156,260,  or 13.6% over
the comparable  period last year, is due to the Company  having  incurred a loss
from  discontinued  operations  of  $245,656  for  the nine month  period  ended
September 30, 1998, attributable to its China venture.

               THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
                     THREE MONTHS ENDED SEPTEMBER 30, 1998

         OPERATING EXPENSES - For the three months ended September 30, 1999, the
Company had operating  expenses of $378,198,  which included $80,101 in research
and development related expenses,  versus operating expenses of $330,107 for the
three month period ended  September 30, 1998.  This increase of $48,091 or 14.6%
over the  comparable  period  last year,  is due  primarily  to an  increase  in
research and development related expenses,  and the retention of a consultant in
July to assist in product  sales and a  consultant  in  September  to direct the
Company's quality assurance program for its products.

         NET LOSS - For the three months ended  September 30, 1999,  the Company
had a net loss of $371,133  versus a net loss of $416,029  for the three  months
ended  September 30, 1998.  This decrease in net loss of $44,896,  or 10.8% over
the same time period last year,  is due to the  Company  having  incurred a loss
from discontinued  operations of $100,000  for  the three months ended September
30, 1998, attributable to its China venture.

         The  Company  has  reported a net loss from  operations  of $ 5,629,319
since inception.


                                       10


<PAGE>


                               FINANCIAL CONDITION

         On October 25, 1999 the Company obtained  $700,000 of financing through
the issuance of shares of Series A Redeemable  Convertible  Preferred Stock to a
group of  accredited  investors.  Under  their  subscription  agreement  for the
purchase of Preferred Stock,  the investors have agreed,  subject to the Company
maintaining an  unencumbered  cash or cash equivalent  balance of $100,000,  and
their right to terminate their commitment to purchase  additional  shares at any
time,  to buy a minimum of $700,000 and a maximum of $2,000,000 of the Preferred
Shares  at a price  of  $2,000  per  share  in  periodic  purchases  tied to the
Company's  anticipated  funding needs over a period ending August 31, 2000.  The
Company is not obligated to issue any additional  shares of Preferred Stock. The
Preferred Stock is entitled to receive a 12% cumulative annual dividend, payable
quarterly  at the  Company's  option  in either  cash or  Preferred  Stock.  The
Preferred  Stock  carries a  liquidation  preference  of $2,000  per share  plus
accrued and unpaid  dividends and is convertible  anytime at the holder's option
into shares of the Company's common stock at an initial conversion rate of $0.22
per share of Common  Stock,  which  conversion  rate is subject to adjustment in
certain  circumstances  to protect  against  dilution.  The  Preferred  Stock is
redeemable at the Company's option, for $2,000 per Share plus accrued and unpaid
dividends,  upon the earlier of the Company reporting three consecutive quarters
of net income or reporting audited net income for any fiscal year. The Preferred
Stock votes with the Common Stock on an as-converted basis and  has the right to
elect one  director  to the Board.  The Shares  issued  are  unregistered,  have
unlimited piggyback  registration rights and one demand registration right. The
Company  intends  to use the  proceeds  of the  sale to  make a  portion  of the
required capital investments to bring its proprietary,  patented technologies to
market.  The stock sale will also allow the  Company to pursue  several  pending
strategic  alliances with leading  flexible  packaging and dispensing  equipment
suppliers.

         The investors  include Gregory Abbott, a Director of the Company,  Gary
Allanson,  the Company's President and Chief Executive Officer, George Kriste, a
Director  of  the  Company,  and  Louis  Simpson, one of the  Company's  initial
investors.

         The  Company's  Board  of  Directors   approved  the  private  offering
recommended by Jay Rosen, a Director of the Company.  Jay Rosen was instrumental
in establishing a special Finance  Committee to find an outside  securities firm
to  negotiate  on behalf of the Company  and render a "fairness  opinion" on the
private offering. Mr. Rosen elected not to participate in the private offering.

         Brooks, Houghton Securities Inc.,  investment-banking firm was selected
among four  firms  interviewed  to work with the  Company's  Board of  Directors
Finance  Committee to negotiate on behalf of the Company and deliver a "fairness
opinion".  Brooks, Houghton Securities Inc. delivered its opinion to the special
committee  of the Board  that the  transaction  as  reflected  in the  documents
relating to the sale is fair to the common  stockholders  of the Company  from a
financial point of view.

         The Company  believes  that the  additional  $1.3  million in financing
through  the sale of  preferred  stock  will allow the  Company  to conduct  and
continue its business for the next twelve months.


                                       11


<PAGE>


         PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
                      None

Item 2.  Changes in Securities and Use of Proceeds
                      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.



                                       12
<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 12, 1999                    /s/ Gary R. Allanson
                                           -------------------------------------
                                           Gary Allanson
                                           Chief Executive Officer and President
                                             (Principal Executive Officer)




Date: November 12, 1999                    /s/ Jeffrey D. Lewenthal
                                           -------------------------------------
                                           Jeffrey D. Lewenthal
                                           Chief Financial Officer and Treasurer
                                             (Principal Accounting and Financial
                                               Officer)


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