U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                  FORM 10-QSB/A

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

                  For quarterly period ended September 30, 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:   November 13, 1996: 14,223,065

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
               September 30, 1996 and June 30, 1996                   1

             Condensed Consolidated Statements  of  Operations
               for the  three months ended  September
               30, 1996 and September 30, 1995 and cumulative
               amounts since inception                                2

             Condensed Consolidated Statements of Cash Flows
               for the three months ended  September
               30, 1996 and September 30, 1995 and cumulative
               amounts since inception                                3

             Notes to Condensed Consolidated Financial
               Statements                                             4

      Item 2. Management's Discussion and Analysis or Plan
               of Operation                                           8


PART  II                OTHER INFORMATION

      Item 1.  Legal Proceedings                                      12
      Item 2.  Changes in Securities                                  12
      Item 3.  Defaults Upon Senior Securities                        12
      Item 4.  Submission of Matters to a Vote of Security Holders    12
      Item 5.  Other Information                                      12
      Item 6.  Exhibits and Reports on Form 8-K                       12

      Signatures                                                      13






<PAGE>

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

                                            September 30,           June 30,
                                                 1996                1996
                                             ------------        ------------
                                             (unaudited)
             Assets
Current Assets
  Cash                                       $2,205,299            $3,064,329
  Accounts receivable (net)                      79,108                53,253
  Net investment in leases                      502,991               143,394
  Inventories                                   160,598               146,940
  Contractual rights                            271,666               251,250
  Prepaid expenses                               10,167                16,766
                                              ---------             ---------
     Total current assets                     3,229,829             3,675,932

Property and equipment                          410,067               399,584

Other Assets
  Contractual rights                            117,362               194,445
  Net investment in leases                      101,336               105,590
  Intellectual property                       1,636,905             1,726,191
  Other                                         167,953               158,736
                                              ---------             ---------
                                             $5,663,452            $6,260,478
                                              =========             =========

    Liabilities & Stockholders' Equity

Current Liabilities
  Bank overdraft                           $          0           $    81,044
  Current portion of long term debt              46,653                44,534
  Notes payable                                  43,801                 9,000
  Accounts payable                              618,399               470,946
  Accrued expenses                              322,493               575,033
                                              ---------             ---------
    Total current liabilities                 1,031,346             1,180,557

Long term debt                                  124,022               136,758

Commitments and contingencies                         0                     0

Stockholders' Equity
  Preferred                                           1                     2
  Common                                         13,298                12,323
  Additional paid in capital                 13,084,945            12,443,319
  Deficit accumulated during the
     development stage                       (8,590,160)           (7,512,481)
                                             ----------            ----------
       Total stockholders' equity             4,508,084             4,943,163
                                             ----------            ----------

                                            $ 5,663,452           $ 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        Cumulative
                                         September 30,             Amounts
                                   ------------------------         Since
                                      1996           1995         Inception
                                   ---------      ---------     ------------

Revenues                         $  225,763     $   28,120       $1,290,548

Costs of Goods and Services         364,941         62,249          913,386
                                  ---------      ---------        ---------
Gross Profit                       (139,178)       (34,129)         377,162

Expenses
  Selling                           228,598         78,356          306,954
  Administration                    366,469        203,777        3,740,069
  Research & development            221,442        209,595        4,216,430
  Depreciation & amortization       138,427         20,895          628,151
  Interest expense                   12,690         51,767          346,625
                                  ---------      ---------        ---------
                                    967,626        564,390        9,238,229

Net income from operations       (1,106,804)      (598,519)      (8,861,067)

Other income (expense)               29,125       (149,700)         280,207

Provision for income taxes                0              0                0
                                  ---------      ---------        ---------
Net income                      $(1,077,679)    $ (748,219)     $(8,580,860)
                                  =========      =========        =========

Earnings per share                 $(0.08)        $(0.10)
                                     ====           ====
Weighted average shares          12,895,934      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 Cash Flows (unaudited)

                                       Three Months Ended        Cumulative
                                         September 30,             Amounts
                                   ------------------------         Since
                                      1996           1995         Inception
                                   ---------      ---------     ------------

Cash flows from
     operating activities        $(1,479,915)    $ (627,977)    $(6,123,103)

Cash flows from
     investing activities            (45,899)       156,250        (552,083)

Cash flows from
     financing activities            585,740              0       8,880,485
                                   ---------      ---------      ----------
Net change in
     cash and equivalents           (859,030)      (471,727)      2,205,299
Beginning cash and equivalents     3,064,329        620,992               0
                                   ---------      ---------      ----------
  Ending cash                    $ 2,205,299     $  149,265     $ 2,205,299
                                   =========      =========      ==========










See accompanying notes to condensed consolidated financial statements.


                                       3

<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 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 month period ended  September 30, 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.


Note B -- Accounts Receivable

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


Note C -- Property, Plant and Equipment

The major classes of property, plant and equipment were as follows:


                                                   Sept. 30,         June 30,
                                                      1996             1996
                                                  ------------     ------------
Leasehold improvements                           $      8,738     $      8,738
Furniture and fixtures                                127,963          127,288
Office equipment                                      107,389           80,297
Production equipment                                    2,082            2,082
Computer equipment                                    424,390          406,258
                                                  ------------     ------------
                                                 $    670,562     $    624,663
Less accumulated depreciation                        (260,495)        (225,079)
                                                  ------------     ------------
                                                 $    410,067     $    399,584
                                                  ============     ============











                                      4

<PAGE>


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


Note D -- Stockholders' Equity

Changes in  stockholders'  equity for the three months ended  September 30, 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         515,100                       515,100                          515,100

Issued for services              3,000                         5,125                            5,125

Conversion of
  preferred stock              456,821        (544)

Options issued for
  services                                                   122,375                          122,375

Loss from operations                                                     (1,077,679)       (1,077,679)
                            ----------        -----       ----------      ---------         ---------
Balance at Sept. 30, 1996   13,298,253        1,087      $13,098,244    $(8,590,160)       $4,508,084
                            ==========        =====       ==========      =========         =========
</TABLE>

The par value of the  Company's  sole  class of common  stock is $.001.  The par
value of the Company's  Series A preferred stock is $.001 and its carrying value
is $1,000 per share.


Note E -- 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 F -- Supplemental Disclosure of Cash Flow Information

Cash paid for  interest  during the three months  ended  September  30, 1996 was
$92,742 and cash paid for income taxes was $--0--.

Cash paid for  interest  during the three months  ended  September  30, 1995 was
$61,389 and cash paid for income taxes was $--0--.


                                       5

<PAGE>

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

Note H -- Stock Based Compensation

Effective  December 15, 1995, the Company has adopted SFAS 123  "Accounting  for
Stock-Based  Compensation" for non-employee  stock purchase options and warrants
granted  from that date  forward.  The  Company has elected to account for stock
based compensation plans involving  employees according to the provisions of APB
25 as allowed by SFAS 123.  The  adopted  standard  is not  applicable  to stock
derivatives granted prior to adoption and no "catch-up"  adjustments are allowed
or  required.  The  effect  of  the  change  in the  method  of  accounting  for
derivatives granted to non-employees since its adoption results to an additional
charge to expense of $122,375 for the three months ended September 30, 1996 over
the amount of $0 that  would  have been  recorded  under the old  standard.  The
effect of the change in accounting method on future financial  statements cannot
be reasonably estimated at this time.

At September 30, 1996,  the number of stock  derivatives,  exclusive of Series A
preferred stock, outstanding were:

                               Amount
                                 of           Exercise        Expiration
                               Shares          Prices            Dates
                            -----------    ------------      -------------
Balance at June 30, 1996    10,239,384     $.50 - $20.00    12/96 - 8/2000

Issued for services             97,500         $1.625           12/98

Issued for services             97,500         $1.625           9/2001

Issued for services            100,000         $2.25             9/99

Issued for services              2,000         $1.50            8/2000

Warrants converted            (515,100)

Warrants expired              (210,900)
                            ----------
Balance at
  September 30, 1996         9,810,384
                            ==========

Note I -- 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 management of the Company
believes  that the  Company  has not  engaged in any  wrongdoing  and intends to
cooperate fully with such investigation.


                                       6


<PAGE>


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


Note J -- Subsequent Events

On October 29, 1996 the Company  entered into a consulting  agreement with James
N. Lane, R. Wayne  Fritzsche and Anthony Kamin,  which  agreement  provides that
Messrs. Lane, Fritzsche and Kamin will advise the Company on strategic planning,
licensing,  technical issues,  identify strategic  alliances/partners and assist
the Company in the development of business  opportunities.  As consideration for
the  services,  the  Company  has granted  each of the above  individuals  stock
options to purchase 650,000 shares of common stock of the Company at an exercise
price of $1.25 per share.  The  Company  has also  agreed to appoint  two of the
above  individuals (or their designee) to two seats on the board of directors of
the Company, subject to certain conditions and limitations.

Subsequent  to September  30, 1996,  pursuant to the  provisions  of an existing
subscription  agreement,  1,087 shares of the Company's Series A preferred stock
(carrying  value  of  $1,087,000)  was  converted  into  902,812  shares  of the
Company's common stock.












                                      7

<PAGE>


                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
             For the Three Months Ended September 30, 1996 and 1995
--------------------------------------------------------------------------------


Results of Operations

Operations  for the  first  three  months  of  fiscal  1997  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.

Net revenues for the first fiscal quarter were as follows:

                                       Three Months Ended Sept. 30,  % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Computer systems                $  67,273    $  28,120        139.2
         Leasing                           158,490         --           n/a
                                          --------      -------
                                         $ 225,763    $  28,120        702.9
                                          ========      =======

The  increase  in  computer  system  sales of $39,153 was due to increase in the
number of Vision  systems sold. In total,  3 Vision  systems were sold,  and one
unit was  returned,  in the first  quarter of fiscal  1997,  bringing  the total
number of Vision system  installations to 20 at September 30, 1996. The total of
Focus  systems  installed  remained at 5 as of the same date.  Total backlog for
Vision  systems was 15 at September 30, 1996 and was -0- for Focus systems as of
the same  date.  In  general,  sales of  Vision  systems  have  fallen  short of
management's   expectations   due  to  delays  in  the   completion  of  product
enhancements  which were not planned or included in the initial  introduction of
the product.

     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 quarter of fiscal 1996.  Leasing  revenues
for the first  quarter of fiscal 1997  primarily  resulted from leases that were
written  with  health  care  equipment  users and  resold to  various  financing
companies.

Costs of goods and services sold were as follows:


                                       Three Months Ended Sept. 30,  % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Computer systems                $ 216,661    $  62,249        248.1
         Leasing                           148,280        --           n/a
                                          --------      -------
                                         $ 364,941    $  62,249        486.3
                                          ========      =======


Increases in costs  associated with computer  systems sales were due to slightly
increased  unit  sales  and an  increase  in the cost of  providing  users  with
technical support. In general, 36 months of technical support is included in the
system bundles that are sold.

Leasing costs increased with the commencement of leasing activity in the quarter
ended September 30, 1996.

Gross profit from operations  decreased to $(139,178)  from $(34,129)  primarily
due to the costs of  providing  technical  support to the 20 new  Vision  system
users.
                                       8
<PAGE>


                       Intelligent Decision Systems, Inc.
                    Management's Discussion and Analysis or
                                Plan of Operation
             For the Three Months Ended September 30, 1996 and 1995
--------------------------------------------------------------------------------


Operating expenses were:

                                       Three Months Ended Sept. 30,  % incr.
                                            1996         1995         (decr.)
                                          --------      -------      --------
         Selling                         $ 228,598    $  78,356        191.7
         Administration                    366,469      203,777         79.8
         Research & development            221,442      209,595          5.6
         Depreciation & amortization       138,427       20,895        562.5
         Interest expense                   12,690       51,767        (75.5)
                                          --------      -------
                                         $ 967,626    $ 564,390         71.4
                                          ========      =======


Selling expenses  increased due to increased sales  commissions  associated with
Vision  system sales and as a result of expenses  incurred  during an attempt to
build an internal  sales force for the Focus  system.  Most of these  activities
were discontinued subsequent to September 30, 1996.

Administrative  expenses  increased  due primarily to fees of $122,375 paid to a
consultant  for a search for  independent  directors.  The fees were paid in the
form of stock purchase options.

Research and development costs remained at levels similar to the previous year.

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 first fiscal  quarter of 1996  included a  write-down  of
Resource Finance Group, Ltd. common stock totaling  $156,250.  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
tax assets were not recorded due to the uncertainty of future earnings.

Total  employment  increased to 42 at September 30, 1996 from 2 at September 30,
1995.  For  the  first  quarter  of  fiscal  1996,  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 Months Ended September 30, 1996 and 1995
--------------------------------------------------------------------------------

Liquidity and Capital Resources

During the first quarter of fiscal 1997,  the Company used cash of $1,479,915 in
its  operations,  of which  $1,077,679  resulted  from losses  from  operations.
Accrued expenses,  mostly related to liabilities assumed through the acquisition
of The Neptune Group,  Inc.,  were reduced by $252,543 via cash payments.  Lease
receivables increased by $363,853.

The Company purchased  equipment  totaling $45,899 during the three months ended
September 30, 1996. Payments for reduction of long term debt totaled $10,617.

Sources for the cash used, as described  above,  included cash received from the
exercise  of warrants  and options of  $515,100 and proceeds  from notes payable
of $34,801. The Company also used $859,030 of its cash reserves during the three
months ended September 30, 1996.

Cash  and  cash  equivalents  were  $2,205,299  at  September  30,  1996,  which
represented approximately nine 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, and that the increase in
revenues, as supplemented by the Company's cash reserves,  will be 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 management of the Company
believes  that the  Company  has not  engaged in any  wrongdoing  and intends to
cooperate fully with such investigation.


                                       10


<PAGE>


                       Intelligent Decision Systems, Inc.
                     Management's Discussion and Analysis or
                                Plan of Operation
             For the Three Months Ended September 30, 1996 and 1995
--------------------------------------------------------------------------------

              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.



Subsequent Events

On October 29, 1996 the Company  entered into a consulting  agreement with James
N. Lane, R. Wayne  Fritzsche and Anthony Kamin,  which  agreement  provides that
Messrs. Lane, Fritzsche and Kamin will advise the Company on strategic planning,
licensing,  technical issues,  identify strategic  alliances/partners and assist
the Company in the development of business  opportunities.  As consideration for
the  services,  the  Company  has granted  each of the above  individuals  stock
options to purchase 650,000 shares of common stock of the Company at an exercise
price of $1.25 per share.  The  Company  has also  agreed to appoint  two of the
above  individuals (or their designee) to two seats on the board of directors of
the Company, subject to certain conditions and limitations.

Subsequent  to September  30, 1996,  pursuant to the  provisions  of an existing
subscription  agreement,  1,087 shares of the Company's Series A preferred stock
(carrying  value  of  $1,087,000)  was  converted  into  902,812  shares  of the
Company's common stock.


                                       11
<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 9/30/96.

                     1.  The Company filed a report on Form 8-K dated July 12,
                         1996 reporting the acquisition of the assets of the
                         Neptune Group, Inc.

                     2.  The Company filed an amended report on Form 8-K dated
                         August 6, 1996 reporting the acquisition of the asset
                         of the Neptune Group, Inc.
             
                                      12

<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: November 19, 1996                  /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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