U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               
                                  FORM 10-QSB

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

                  For quarterly period ended December 31, 1996

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ......... to ...............

                          Commission File No.: 33-42904

                       INTELLIGENT DECISION SYSTEMS, INC.
             (Exact name of business issuer as specified in charter)

                DELAWARE                                38-3286394
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)


            Weyhill Building, Suite 400, 2025 East Beltline Ave., SE,
                          Grand Rapids, Michigan 49546
                    (Address of Principal Executive Offices)

                                  616-285-5830
                            (Issuer's Telephone No.)

                                  No Changes
(Former name former address and former fiscal year if changed since last report)

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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 of
common equity, as of the latest practicable date.

Title of Class: Common Stock

Shares outstanding at:   February 14, 1997: 14,463,565

Transitional Small Business Disclosure Format:    Yes [  ];  No [x]



<PAGE>



                      INTELLIGENT DECISION SYSTEMS, INC.


                                  I N D E X

PART  I                 FINANCIAL INFORMATION                    PAGE NO.


      Item 1.  Financial Statements

             Condensed Consolidated Balance Sheets
               December 31, 1996 and June 30, 1996                    1

             Condensed Consolidated Statements of Operations
               for the  three months ended  December 31, 1996
               and December 31, 1995                                  2
             
             Condensed Consolidated Statements of Operations
               for the  six months ended  December 31, 1996
               and December 31, 1995 and cumulative
               amounts since inception                                3

             Condensed Consolidated Statements of Cash Flows
               for the six months ended  December 31, 1996
               and December 31, 1995 and cumulative
               amounts since inception                                4

             Notes to Condensed Consolidated Financial
               Statements                                             5

      Item 2. Management's Discussion and Analysis or Plan
               of Operation                                           7


PART  II                OTHER INFORMATION

      Item 1.  Legal Proceedings                                      13
      Item 2.  Changes in Securities                                  13
      Item 3.  Defaults Upon Senior Securities                        13
      Item 4.  Submission of Matters to a Vote of Security Holders    13
      Item 5.  Other Information                                      13
      Item 6.  Exhibits and Reports on Form 8-K                       13

      Signatures                                                      14






<PAGE>

               Intelligent Decision Systems, Inc. and Subsidiaries
                          (a development stage company)
                      Condensed Consolidated Balance Sheets

                                             December 31,          June 30,
                                                 1996                1996
                                             ------------        ------------
                                             (unaudited)
             Assets
Current Assets
  Cash                                       $1,233,685            $3,064,329
  Accounts receivable (net)                     126,236                53,253
  Net investment in leases                      508,669               143,394
  Inventories                                   137,122               146,940
  Contractual rights                            237,916               251,250
  Prepaid expenses                                8,479                16,766
                                              ---------             ---------
     Total current assets                     2,252,107             3,675,932

Property and equipment                          457,094               399,584

Other Assets
  Contractual rights                             73,821               194,445
  Net investment in leases                      127,730               105,590
  Intellectual property                       1,547,619             1,726,191
  Other                                         166,633               158,736
                                              ---------             ---------
                                             $4,625,004            $6,260,478
                                              =========             =========

    Liabilities & Stockholders' Equity

Current Liabilities
  Bank overdraft                           $          0           $    81,044
  Current portion of long term debt              48,266                44,534
  Notes payable                                       0                 9,000
  Accounts payable                              498,831               470,946
  Accrued expenses                              301,309               575,033
                                              ---------             ---------
    Total current liabilities                   848,406             1,180,557

Long term debt                                  234,209               136,758

Commitments and contingencies                         0                     0

Stockholders' Equity
  Preferred                                           0                     2
  Common                                         14,463                12,323
  Additional paid in capital                 13,227,219            12,443,319
  Deficit accumulated during the
     development stage                       (9,699,293)           (7,512,481)
                                             ----------            ----------
       Total stockholders' equity             3,542,389             4,943,163
                                             ----------            ----------

                                            $ 4,625,004           $ 6,260,478
                                             ==========            ==========



See accompanying notes to condensed consolidated financial statements.


                                       1
<PAGE>


               Intelligent Decision Systems, Inc. and Subsidiaries
                          (a development stage company)
           Condensed Consolidated Statements of Operations (unaudited)

                                              Three Months Ended        
                                                 December 31,             
                                          ------------------------        
                                             1996           1995         
                                          ---------      ---------    

Revenues                                $  385,269     $  137,044       

Costs of Goods and Services                413,813        287,553        
                                         ---------      ---------       
Gross Profit                               (28,544)      (150,510)        

Expenses
  Selling                                  348,879        240,504          
  Administration                           402,454        114,711       
  Research & development                   202,316        276,604        
  Depreciation & amortization              152,565        103,207          
  Interest expense                           6,075         61,865          
                                         ---------      ---------        
                                         1,112,289        796,891        

Net income from operations              (1,140,833)      (947,401)      

Other income (expense)                      31,700       (215,942)         

Provision for income taxes                       0              0              
                                         ---------      ---------       
Net loss                               $(1,109,133)   $(1,163,343)     
                                         =========      =========        

Loss                                      $(0.08)        $(0.16)
                                            ====           ====
Weighted average shares                 14,303,232      7,314,636
                                        ==========      =========

                                       

See accompanying notes to condensed consolidated financial statements.

                                       2
 <PAGE>


               Intelligent Decision Systems, Inc. and Subsidiaries
                          (a development stage company)
           Condensed Consolidated Statements of Operations (unaudited)

                                        Six Months Ended         Cumulative
                                         December 31,              Amounts
                                   ------------------------         Since
                                      1996           1995         Inception
                                   ---------      ---------     ------------

Revenues                         $  611,032     $  165,163       $1,675,817

Costs of Goods and Services         778,754        349,802        1,327,199
                                  ---------      ---------        ---------
Gross Profit                       (167,722)      (184,639)         348,618

Expenses
  Selling                           577,477        402,027        1,072,681
  Administration                    768,923        235,320        3,725,676
  Research & development            423,758        486,199        4,418,746
  Depreciation & amortization       290,992        124,102          780,715
  Interest expense                   18,765        113,632          352,700
                                  ---------      ---------        ---------
                                  2,079,915      1,361,280       10,350,518

Net income from operations       (2,247,637)    (1,545,919)     (10,001,900)

Other income (expense)               60,825       (365,642)         311,907

Provision for income taxes                0              0                0
                                  ---------      ---------        ---------
Net loss                        $(2,186,812)   $(1,911,561)     $(9,689,993)
                                  =========      =========        =========

Loss per share                     $(0.16)        $(0.27)
                                     ====           ====
Weighted average shares          13,599,583      6,973,925
                                 ==========      =========



See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

               Intelligent Decision Systems, Inc. and Subsidiaries
                          (a development stage company)
           Condensed Consolidated Statements of Cash Flows (unaudited)

                                        Six Months Ended         Cumulative
                                         December 31,              Amounts
                                   ------------------------         Since
                                      1996           1995         Inception
                                   ---------      ---------     ------------

Cash flows from
     operating activities        $(2,566,396)    $ (944,796)    $(7,209,584)

Cash flows from
     investing activities           (142,470)       375,000        (648,654)

Cash flows from
     financing activities            878,221             0        9,091,922
                                   ---------      ---------      ----------
Net change in
     cash and equivalents         (1,830,644)      (569,796)      1,233,685
Beginning cash and equivalents     3,064,329        620,992               0
                                   ---------      ---------      ----------
  Ending cash                    $ 1,233,685     $   51,196     $ 1,233,685
                                   =========      =========      ==========










See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>


                       INTELLIGENT DECISION SYSTEMS, INC.
                          (A Development Stage Company)
        Notes to Condensed Consolidated Financial Statements (Unaudited)
     --------------------------------------------------------------------


Note A -- Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  contained in Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating results for the three and six month period ended December 31, 1996 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending June 30, 1997. The unaudited  condensed  financial  statements  should be
read in conjunction with the financial  statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended June 30, 1996. The
year end condensed consolidated balance sheet was derived from audited financial
statements,   but  does  not  include  all  disclosures  by  generally  accepted
accounting principals.

Note B -- Accounts Receivable

Trade  accounts  receivable as of  December 31, 1996 and as of June 30, 1996 are
net of allowances for doubtful accounts of $8,000.

Note C -- Stockholders' Equity

Changes in  stockholders'  equity for the six months ended  December 31, 1996
are:
<TABLE>
<CAPTION>


                              Common        Preferred                  Accumulated
                              Shares         Shares        Amount        Deficit            Total
                            ----------     ---------     -----------  --------------   --------------
<S>                         <C>             <C>          <C>            <C>                <C>

Balance at June 30, 1996    12,323,332       1,631       $12,455,644    $(7,512,481)       $4,943,163

Conversion of warrants         776,600                       656,350                          656,350

Issued for services              4,000                         7,313                            7,313

Conversion of
  preferred stock            1,359,633      (1,631)

Options issued for
  services                                                   122,375                          122,375

Loss from operations                                                     (2,186,812)       (2,186,812)
                            ----------        -----       ----------      ---------         ---------
Balance at Dec. 31, 1996    14,463,565            0      $13,241,682    $(9,699,293)       $3,542,389
                            ==========        =====       ==========      =========         =========
</TABLE>
  

                                     5
<PAGE>

                       INTELLIGENT DECISION SYSTEMS, INC.
                          (A Development Stage Company)
        Notes to Condensed Consolidated Financial Statements (Unaudited)
     --------------------------------------------------------------------
   
Note C -- Stockholders' Equity (continued)
  
                                          December 31,        June 30,
                                             1996               1996
                                          ------------     ------------ 

Series A Preferred Stock
  Par value                                     $.001            $.001
  Carrying value per share                     $1,000           $1,000 
  Shares originally authorized              1,000,000        1,000,000       
  Shares cancelled                              1,631                0    
  Remaining authorized shares                 998,369        1,000,000    
  Shares issued and outstanding                     0            1,631

Common Stock
  Par value                                     $.001            $.001   
  Shares authorized                        30,000,000       30,000,000    
  Shares issued and outstanding            14,463,565       12,323,332  


Note D -- Earnings Per Share Computation

Earnings per share  amounts are based on the weighted  average  number of shares
outstanding exclusive of warrants and options in view of the fact that inclusion
of these common stock equivalents would be anti-dilutive.

Note E -- Related Party Transactions

On November  14,  1996,  the  Company  advanced  $30,000 to Mid America  Venture
Capital Fund,  Inc., an affiliate by reason of beneficial  stock  ownership.  On
December 30, 1996, David Horowitz, Chairman and Director of the Company and also
Chief  Executive  Officer  of  DSI,  exchanged  approximately  8  months  of his
employment contract with DSI for cash of $56,250. Mr. Horowitz exercised options
for 112,500  shares at $.50 per share on December 31,  1996.  On On December 30,
1996,  Robert  Hyte,  a Director  of the  Company  and also  Chairman  and Chief
Operating  Officer of DSI,  exchanged  approximately  9 months of his employment
contract with DSI for cash of $64,000.  Mr. Hyte  exercised  options for 128,000
shares at $.50 per share on December 31, 1996.


                                       6
<PAGE>

        
                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
          For the Three and Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------


Results of Operations

Operations  for the three  months  ended  December  31, 1996 were  comprised  of
continuing  development  of the  Vision  system (a  comprehensive  hardware  and
software  product  designed  for  nursing  home  management),  modification  and
updating of the Focus system (a  comprehensive  hardware  and  software  product
designed  for  physicians'  office  management),  and mostly  unrelated  leasing
activity unrelated to Vision and Focus leasing.

Net revenues for the second fiscal quarter were as follows:

                                        Three Months Ended Dec. 31,   % incr.
                                            1996          1995        (decr.)
                                          --------      -------      --------
         Computer systems                $ 350,998    $ 137,044        156.1
         Leasing                            34,271         --           n/a
                                          --------      -------
                                         $ 385,269    $ 137,044        181.1
                                          ========      =======

Computer  system  revenues  increased  $213,954  as  Vision  system  unit  sales
increased  to 10 units from 2 units from the same period of the prior year.  The
prior year amount included $90,075 of hardware not associated with the Vision or
Focus systems.  The Company  purchased the operations of The Neptune Group, Inc.
on June 28, 1996 and, as revenues are recorded  from that date only,  there were
no leasing revenues for the Company in the first six months of fiscal 1996.

Net revenues for the six months ended December 31, 1996 were as follows:

                                          Six Months Ended Dec. 31,   % incr.
                                            1996          1995        (decr.)
                                          --------      -------      --------
         Computer systems                $ 410,966    $ 165,163        148.8
         Leasing                           200,066         --           n/a
                                          --------      -------
                                         $ 611,032    $ 165,163        270.0
                                          ========      =======

Computer  system  revenues  increased  $245,803  as  Vision  system  unit  sales
increased to 13 units from 2 units in same period of the prior year.

The total of Vision system  installations at December 31, 1996 was 29 units. The
total of Focus systems  installed  was 6 as of the same date.  Total backlog for
all systems was 6 at December 31, 1996. In general, sales of Vision systems have
fallen short of  management's  expectations  due to delays in the  completion of
product enhancements which were completed in December, 1996. The Company was not
involved in leasing during the previous fiscal year.

                                       7

<PAGE>

                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
          For the Three and Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------

Costs of goods and services sold were as follows:



                                       Three Months Ended Dec. 31,    % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Computer systems                $ 291,068    $ 287,553         1.2
         Leasing                           122,745        --           n/a
                                          --------      -------
                                         $ 413,813   $  287,553        43.9
                                          ========      =======

Personnel costs for technical support and computer  integration totaled $175,107
for the three months ended  December 31, 1996  compared to $163,656 for the same
period in the prior year. The remainder of costs were directly  related to sales
of systems, hardware and miscellaneous software.

Leasing costs are primarily personnel costs.

                                         Six Months Ended Dec. 31,    % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Computer systems                $ 519,587    $ 349,802        48.5
         Leasing                           259,167        --           n/a
                                          --------      -------
                                         $ 778,754    $ 349,802       122.6
                                          ========      =======

Personnel costs for technical support and computer  integration totaled $371,946
for the six months  ended  December  31, 1996  compared to $225,964 for the same
period in the prior year. The remainder of costs were directly  related to sales
of systems, hardware and miscellaneous software.

Personnel  costs  for  technical  support  are  expected  to  vary  in a  direct
relationship with total units installed in the future. During the development of
the Vision system,  these costs have been higher relative to the number of units
installed due to intensive support needed during "beta testing" of Vision.

Leasing costs consist primarily of personnel costs. Leasing costs increased with
the commencement of leasing activities in July, 1996.


                                       8
<PAGE>


                       Intelligent Decision Systems, Inc.
                    Management's Discussion and Analysis or
                                Plan of Operation
          For the Three and Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------

Operating expenses were:

                                        Three Months Ended Dec. 31,   % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Selling                       $   348,879   $  240,504         45.1
         Administration                    402,454      114,711        250.8
         Research & development            202,316      276,604        (26.9)
         Depreciation & amortization       152,565      103,207         47.8
         Interest expense                    6,075       61,865        (90.2)
                                          --------      -------
                                       $ 1,112,289   $  796,891         39.6
                                          ========      =======


Selling expenses increased for the three months ended December 31, 1996 over the
same  period  of the  prior  year due to  higher  personnel  costs,  offset by a
reduction in advertising  expenses of $92,896.

Administration  expenses  increased due to the acquisition of Neptune Technology
Leasing  and also due to new  consulting  contracts  and  transactions  totaling
$143,125.  These  arrangements  involve the former owners of The Neptune  Group,
Inc.(through  VISYS CAPITAL GROUP LLC), Mid America  Venture  Capital,  Inc. (an
affiliate),  public  relations  firms  and  expenses  related  to a  search  for
independent directors.

Research and  development  costs were lower than the same period in the previous
year  as  personnel  were  redeployed  to  technical  support   activities  from
developmental programming.

Depreciation  and  amortization  increased due to  amortization  associated with
"Screenware",  a proprietary  computer program  application  generating language
that was purchased  (for purposes of  accounting)  from Resource  Finance Group,
Ltd. on April 1, 1996.

Interest  expense  decreased due to the  retirement of private  placement  debt,
which  occurred  during June of 1996.  The remaining  interest  expense  relates
primarily to equipment purchased via capital leases.

Other expense for the three months ended December 31, 1995 included a write-down
of  Resource  Finance  Group,  Ltd.  common  stock  totaling  $218,750  due to a
permanent  impairment  of its market value.  Digital  Sciences,  Inc.  owned one
million shares of Resource Finance Group,  Ltd. until just prior to the April 1,
1996  merger  of  the  companies.  Digital  Sciences,  Inc.  was  the  surviving
accounting entity.

No income tax provision was made for either period as losses were incurred.  Net
deferred tax assets were not recorded due to the uncertainty of future earnings.

Total  employment was 39 at December 31, 1996 an increase from 2 at December 31,
1995. For the three months ended  December 31, 1995,  the Company  purchased its
programming  resources and  administrative  services  from outside  contractors,
including Resource Finance Group, Ltd.

                                        9
<PAGE>

                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
          For the Three and Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------

                                         Six Months Ended Dec. 31,   % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Selling                       $   577,477   $  402,027         43.6
         Administration                    768,923      235,320        226.8
         Research & development            423,758      486,199        (12.8)
         Depreciation & amortization       290,992      124,102        134.5
         Interest expense                   18,765      113,632        (83.5)
                                          --------      -------
                                       $ 2,079,915   $1,361,280         52.8
                                          ========      =======

Selling  expenses for the six months ended  December 31, 1996 increased from the
same period of the prior year due to  increased  personnel  and  related  travel
costs offset by a reduction in advertising expenses of $95,523.

Administration  expenses  increased  due  to  the  acquisition  of  the  leasing
operation  and also due to the  aforementioned  consulting  arrangements,  which
totaled $380,501 during the six months ended December 31 1996.

Research and  development  costs were lower than the same period in the previous
year  as  personnel  were  redeployed  to  technical  support   activities  from
developmental programming.

Depreciation  and  amortization  increased due to  amortization  associated with
"Screenware",  a proprietary  computer program  application  generating language
that was purchased  (for purposes of  accounting)  from Resource  Finance Group,
Ltd. on April 1, 1996.

Interest  expense  decreased due to the  retirement of private  placement  debt,
which  occurred  during June of 1996.  The remaining  interest  expense  relates
primarily to equipment purchased via capital leases.

Other  expense for the six months ended  December 31, 1995 included a write-down
of  Resource  Finance  Group,  Ltd.  common  stock  totaling  $375,000.  Digital
Sciences,  Inc. owned one million shares of Resource  Finance Group,  Ltd. until
just prior to the April 1, 1996 merger of the companies.

No income tax provision was made for either period as losses were incurred.  Net
deferred tax assets were not recorded due to the uncertainty of future earnings.










                                       10
<PAGE>


                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
               For the Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------

Liquidity and Capital Resources

During the first six months of fiscal 1997,  the Company used cash of $2,566,396
in its  operations,  of which  $2,186,812  resulted from net losses  experienced
during the final stage of development of the Vision computing system.  Total net
investment in leases increased by $387,415 and accrued expenses,  mostly related
to liabilities  assumed through the acquisition of The Neptune Group, Inc., were
reduced by $273,724 via cash payments. Non-cash expenses totaled $290,992.

The Company purchased fixed assets totaling $142,548 during the six months ended
December 31, 1996. 

Sources of cash included cash received from the exercise of warrants and options
of $656,350.

Cash  and  cash   equivalents  were  $1,233,685  at  December  31,  1996,  which
represented  approximately  three  months  of  operating  capital,  assuming  no
increase in current sales levels.  Management  believes that sales will increase
over the current  levels during the remainder of the fiscal year. The Company is
currently  seeking  financing  sufficient to provide  operating capital and also
investment capital for its leasing operations in particular. Management believes
the Company will be able to raise  additional  capital and will make  additional
sales  sufficient to provide adequate working capital for the next twelve months
of operations.

Commitments and Contingencies

On June 28, 1996,  the Company  acquired  certain  assets of The Neptune  Group,
Inc.,  a leasing  company.  In  connection  with this  acquisition,  the Company
assumed certain  liabilities of The Neptune Group,  Inc.  including that certain
lawsuit entitled The Neptune Group, Inc. vs. MKT, Inc. (Case No. 3 94CV-587 AWT)
filed in the United States  District  Court for the District of  Connecticut  on
April 8, 1994.  This case  involves  claims by The  Neptune  Group,  Inc.  for a
declaratory  judgment and damages for breach of contract and a  counterclaim  by
MKT,  Inc.  claiming  that  certain  commissions  were  unpaid in the  amount of
$753,419.50  plus interest.  Without further  discovery from MKT, Inc. and third
parties,  the  Company  has no basis to  estimate  the  possible  damages on The
Neptune  Group,  Inc.'s  claims  or the  outcome  with  respect  to MKT,  Inc.'s
counterclaims.  Management  does  not  believe  that  this  legal  action,  when
ultimately  concluded and determined,  will have a material  adverse effect upon
IDSI's financial condition, results of operations or liquidity.

Management is aware that the Company is the subject of an  investigation  by the
Staff of the Securities and Exchange  Commission.  Management believes that this
investigation  primarily  concerns certain stock offerings to overseas investors
made by the Company in reliance upon  Regulation S under the Securities Act, but
may relate to other operational matters as well. The Company has cooperated with
the Commission Staff in regard to this  investigation and will continue to do so
should  further  cooperation  be  requested.  However,  the  Company  has had no
communication  of any kind from the  Commission  Staff since October 5, 1995. In
view of the facts known to the  Company,  it does not expect the  Commission  to
take action of any kind  against  the  Company.  The Company  intends to ask the
Commission staff to formally terminate the investigation.


                                       11


<PAGE>


                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
               For the Six Months Ended December 31, 1996 and 1995
--------------------------------------------------------------------------------


Subsequent Events

Wilber  &  Townshend,   P.C.  were  previously  the  principal  accountants  for
Intelligent Decision Systems,  Inc. On December 30, 1996, the Board of Directors
dismissed  the firm of Wilber & Townshend,  P.C. and approved the  engagement of
the firm of  Coopers & Lybrand, LLP as  principal  accountants  for  Intelligent
Decision Systems,  Inc. A report on Form 8-K describing the event was filed with
the Securities and Exchange Commission on January 3, 1997.



              DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-QSB,  including all documents  incorporated by reference,  includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements other than statements of
historical facts included in this Form 10-QSB (and in documents  incorporated by
reference),   including  without  limitation,   statements  under  "Management's
Discussion and Analysis or Plan of Operation"  regarding the Company's financial
position,  business  strategy  and plans and  objectives  of  management  of the
Company for future  operations,  are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been  correct.  All  subsequent  written and oral  forward-looking
statements  attributable  to the  Company  or  persons  acting on its behalf are
expressly qualified in their entirety by this section.






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<PAGE>

                         PART II - OTHER INFORMATION

Item 1.     Legal Proceedings:

                  No other  reportable  events have occurred which would require
                  modification  of the discussion  under Legal  Proceedings  set
                  forth in the  Company's  Form  10-KSB  Annual  Report  for the
                  fiscal year end June 30, 1996.


Item 2.     Changes in Securities:

                  None.

Item 3.     Defaults by the Company upon its 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) Exhibits.

                         Exhibit 27 -  Financial Data Schedule

                  B) Reports on Form 8-K filed during the quarter ended December
                     31, 1996.

                     1.  The  Company  filed  a  report on  Form  8-K  with  the
                         Commission on  November 6, 1996 reporting  a consulting
                         agreement  with R. Wayne Fritzsche,  Anthony Kamin  and
                         James N. Lane.

                     2.  The  Company  filed  a  report  on  Form  8-K  with the
                         Commission on December 20, 1996 reporting the  increase
                         in the number of its board members and the  appointment
                         of R. Wayne Fritzsche as a new board member.

             
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<PAGE>







                                  SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.







                                        INTELLIGENT DECISION SYSTEMS, INC.


Date: February 14, 1997                  /s/ Mark A. Babin
                                         --------------------------
                                          Mark A. Babin
                                          President
                                          Chief Financial Officer




[Mark A. Babin is signing in the dual capacities as (i) the principal financial
officer, and (ii) a duly authorized officer of the Company.]

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