As filed with the Securities and Exchange Commission on April 9, 1997
                                                   Registration No. 333-_____


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933


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

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



2025 E. Beltline Ave., S.E. Ste 400              Mark A. Babin, President
Grand Rapids, Michigan 49546              2025 E. Beltline Ave., S.E., Suite 400
      (616) 285-5830                           Grand Rapids, Michigan 49546
(Address and telephone number of                    (616) 285-5830
registrant's principal executive
offices and principal place             (Name, address, and telephone number of
of business)                            agent for service)



                                   Copies to:
                        Christopher J. Littlefield, Esq.
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6323

             EMPLOYMENT AND NON-STATUTORY STOCK OPTION AGREEMENTS OF
                  EUGENE FEHER, JON PREISER AND SCOTT PREISER
                              (Full Title of the Plan)



<TABLE>
<CAPTION>


Title of Each Class                  Proposed Maximum    Proposed Maximum        Amount of
  of Securities      Amount Being        Offering       Aggregate Offering      Registration
Being Registered      Registered     Price Per Share(2)      Price(2)               Fee
---------------------------------------------------------------------------------------------

<S>                   <C>              <C>                  <C>                   <C>
---------------------------------------------------------------------------------------------

Common Stock(1)       162,825          $.97                 $157,940              $48.00
---------------------------------------------------------------------------------------------
  </TABLE>


(1) The securities  registered  hereunder are shares of the registrant's  common
    stock, $.001  par  value.  120,000 shares are issuable upon the exercise  of
    options granted pursuant to non-statutory stock option agreements and 42,825
    shares   were  issued  pursuant  to  employment  agreements  and  are  being
    registered for resale hereunder.

(2) Estimated  solely  for  the  purpose  of  calculating   the  amount  of  the
    registration fee, pursuant to rules 457(c) and 457(h) of the Securities  Act
    of 1933, on the basis of the average of the high  and low  prices for shares
    of Common Stock on April 7, 1997.


                                                       Exhibit Index on Page 22
                                                                   Page 1 of 61



                                         1

<PAGE>





                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     This  Registration  Statement  on Form S-8 relates to 42,825  shares of the
registrant's common stock that have been issued to Eugene Feher, Jon Preiser and
Scott  Preiser  pursuant  to their  respective  employment  agreements  with the
registrant.  A prospectus  with respect to the resale of such shares by  Messrs.
Feher, Preiser and Preiser is set forth herein on pages 3 through 17.

     This  Registration  Statement also relates to the issuance of up to 120,000
shares of the  Registrant's  common  stock upon the  exercise  of stock  options
granted to Messrs.  Feher,  Preiser  and Preiser  pursuant  to their  respective
non-statutory stock option agreements.  The documents containing the information
specified  in Part I,  Items 1 and 2,  with  respect  to  these  shares  will be
delivered to Messrs.  Feher, Preiser and Preiser in accordance with Form S-8 and
Rule 428 under the Securities Act of 1933, as amended.














                                        2

<PAGE>


                             
                                   PROSPECTUS

                           FOR UP TO 42,825 SHARES

                                 OF COMMON STOCK

                       INTELLIGENT DECISION SYSTEMS, INC.

                 To Be Offered by Several Holders of the Common
                  Stock of Intelligent Decision Systems, Inc.

     This Prospectus  relates to the resale by certain  selling  securityholders
(the  "Selling  Securityholders")  an aggregate of up to 42,825 shares of Common
Stock,  $.001 par value per share  ("Common  Stock"),  of  Intelligent  Decision
Systems,  Inc., a Delaware  corporation  (the  "Company"),  that were previously
acquired by the Selling Securityholders.

     The  shares  of  Common  Stock  registered  for  resale  hereby  have  been
registered pursuant to the Company's obligations contained in written agreements
with certain of the Selling  Securityholders.  The Selling  Securityholders  may
elect to sell  all,  a  portion  or none of the  Common  Stock  offered  by them
hereunder.  The  amount of shares of common  stock to be sold  hereunder  by any
Selling  Securityholder,  and any other person with whom he is acting in concert
for the purpose of selling  securities of the  registrant,  cannot exceed during
any three-month period, the amount specified in Rule 144(e) under the Securities
Act of 1933, as amended (the "Securities Act")

     The Common Stock is traded under the symbol "IDSI" in the  over-the-counter
market  on  the  "OTC  Electronic  Bulletin  Board"  operated  by  the  National
Association of Securities Dealers, Inc. (the "OTC Bulletin Board"). On  April 7,
1997, the low "bid" and high "asked" prices for the Common Stock were $.9375 and
$1.00, respectively.

     The Selling  Securityholders may sell the Common Stock from time to time in
underwritten  public offerings,  in transactions  pursuant to Rule 144 under the
Securities  Act, in  privately  negotiated  transactions,  in ordinary  brokers'
transactions  through the  facilities of Nasdaq or  otherwise,  at market prices
prevailing  at the time of such  sale,  at prices  relating  to such  prevailing
market prices, or at negotiated  prices. The Company will not receive any of the
proceeds from the sale of Common Stock by the Selling  Securityholders.  The net
proceeds to the Selling  Securityholders  will be the proceeds  received by such
Selling  Securityholders  upon  such  sales,  less  brokerage  commissions.  All
expenses incurred in connection with the registration of the Common Stock, other
than any underwriting or brokerage  discounts,  commissions and selling expenses
with respect to the Common Stock being sold by the Selling Securityholders, will
be  borne  by  the   Company.   See   "Plan  of   Distribution"   and   "Selling
Securityholders."

     In order to comply with certain states' securities laws, if applicable, the
shares may be sold in such  jurisdiction  only  through  registered  or licensed
brokers  or  dealers.  In certain  states the shares may not be sold  unless the
shares have been  registered or qualified  for sale in such state,  or unless an
exemption from registration or qualification is available and is obtained.

     INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK.  SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

     EACH SELLING  SECURITYHOLDER  AND ANY BROKER  EXECUTING  SELLING  ORDERS ON
BEHALF OF THE  SELLING  SECURITYHOLDERS  MAY BE  DEEMED  TO BE AN  "UNDERWRITER"
WITHIN THE  MEANING OF THE  SECURITIES  ACT.  COMMISSIONS  RECEIVED  BY ANY SUCH
BROKER MAY BE DEEMED TO BE UNDERWRITING COMMISSIONS UNDER THE SECURITIES ACT.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is April 9, 1997

                                     3

<PAGE>

                             AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be inspected  and copies  thereof may be
obtained,  at prescribed rates, at the public reference facilities maintained by
the  Commission at the Public  Reference  Section,  Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade  Center,  13th Floor,  New York,  New York 10048,  and Citicorp
Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511.
Copies of such  material may be obtained at  prescribed  rates by writing to the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington, D.C. 20549. The Commission maintains a web site (http://www.sec.gov)
that contains reports,  proxy, and information  statements and other information
regarding  registrants,  such as the Company,  that file electronically with the
Commission.

     The  Company  has  filed a  Registration  Statement  on Form S-8  under the
Securities  Act  covering  the Common  Stock  included  in this  Prospectus.  As
permitted by the rules and regulations of the Commission,  this Prospectus omits
certain of the information contained in the Registration Statement and reference
is hereby made to the  Registration  Statement and related  exhibits for further
information with respect to the Company and the securities  offered hereby.  Any
statements  contained herein concerning the provisions of any documents filed as
an exhibit to the Registration  Statement are not necessarily complete,  and, in
each instance reference is made to the copy of such document so filed.
Each such statement is qualified in its entirety by such reference.

     No person is authorized to give any information or make any  representation
other than those contained or incorporated by reference in this Prospectus,  and
if given or made, such information or representation  must not be relied upon as
having been authorized.  This Prospectus does not constitute an offer to sell or
a solicitation  of an offer to buy any of the  securities  offered hereby in any
jurisdiction  to any  person  to  whom it is  unlawful  to make  such  offer  or
solicitation in such  jurisdiction.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.


                     INFORMATION INCORPORATED BY REFERENCE

     The following  documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus:  (i) the
Company's  Joint  Proxy   Statement-Prospectus   included  in  the  Registration
Statement on Form S-4, File No. 33-93058, as filed pursuant to Rule 424(b) under
the Securities Act; (ii) the Annual Report of the Company on Form 10-KSB for the
fiscal year ended June 30, 1996;  (iii) the Quarterly  Reports of the Company on
Form 10-QSB for the fiscal  quarters  ended  September 30, 1996 and December 31,
1996;  (iv) the  Current  Reports  on Form 8-K,  filed  with the  Commission  on
November  6,  1996,  December  20,  1996  and  January  3,  1997;  and  (vi) the
description  of the Company's  Common Stock  contained in the Company's Form 8-A
filed under the  Exchange  Act.  All other  documents  and reports  filed by the
Company  pursuant to Sections  13(a),  13(c),  14 or 15(d) of the  Exchange  Act
subsequent to the date of this  Prospectus  and prior to the  termination of the
offering of the securities  described  herein shall be deemed to be incorporated
by  reference  into  this  Prospectus  and to be  made a part  hereof  from  the
respective dates such documents and reports are filed.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the  Registration  Statement  and this  Prospectus to the extent
that a statement  contained herein or in any  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or this Prospectus.


                                       4
<PAGE>

     The Company will cause to be furnished,  without charge, to each person who
receives this  Prospectus,  upon the written or  telephonic  request of any such
person,  a copy of any or all of the  documents  which  have  been  incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are  specifically  incorporated  by reference).  Requests  should be directed in
writing to the Secretary, Intelligent Decision Systems, Inc., 2025 East Beltline
Avenue SE,  Suite 400,  Grand  Rapids,  Michigan  49546 or by telephone at (616)
285-5830.



               DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This  Prospectus,   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  prospectus  (and in documents
incorporated by reference), including without limitation,  statements under "The
Company,"  and "Risk  Factors,"  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.  Important  factors  that could  cause  actual  results to differ
materially  from the Company's  expectations  are disclosed under "Risk Factors"
and elsewhere in this Prospectus,  including  without  limitation in conjunction
with the forward-looking  statements included in this Prospectus. 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.








                                      5

<PAGE>


                                 RISK FACTORS

     Investment in the Common Stock offered hereby  involves  certain risks.  In
addition  to the  other  information  included  elsewhere  in  this  Prospectus,
prospective investors should give careful consideration to the following factors
before purchasing any shares of the Common Stock offered hereby. This Prospectus
contains forward-looking  statements which include risks and uncertainties.  The
Company's actual results could differ materially from those anticipated in these
forward-looking  statements as a result of certain factors,  including those set
forth in the  following  risk  factors and  elsewhere  in this  Prospectus.  See
"Disclosure Regarding Forward-Looking Statements."

Limited Trading Market for Common Stock; Compliance with Blue Sky Laws

     The Common Stock is traded in the  over-the-counter  market through the OTC
Bulletin  Board under the symbol "IDSI." The trading market for the Common Stock
of the  Company  has  been  extremely  limited  and  sporadic.  There  can be no
assurance  that an active  trading  market  will  develop  or be  sustained.  In
addition,  in certain  states the shares may not be sold  unless the shares have
been  registered  or qualified  for sale in such states,  or unless an exemption
from registration or qualification is available and is obtained. there can be no
assurance  that the sale of shares  hereunder will qualify for  registration  or
qualification  in any state or that an exemption for such sale will be available
or be able to be obtained.

Net Operating Losses; Expectation of Future Losses

    The Company has generated cumulative operating losses in the past and  there
can be no assurance that the Company will become  profitable in the future.  The
continuing  development  and  commercialization  of the Company's  products will
require substantial  expenditures.  There can be no assurance that the Company's
products  will ever gain  commercial  acceptance  or that the Company  will ever
generate significant revenues or achieve profitability.

     The Company is currently spending  approximately  $400,000 per month on the
development  of its  products and its  administrative  structure  and  currently
generates monthly cash flow of approximately  $100,000 from leasing services and
the sales and rental of its products.  The prospective  cash flows from sales of
the interactive,  multimedia  computerized  management  business system for long
term health care providers (the "Vision System") through the Company's marketing
agreement with National Purchasing  Corporation,  a California corporation doing
business as HPSI (the "HPSI  Agreement"),  and prospective cash flows from sales
of the  interactive,  multimedia  computerized  management  business  system for
physicians  offices (the  "Focus  System") and  cash  flows  from the  Company's
subsidiary's   leasing   activities  are  the  Company's   material  sources  of
operational cash flow. The Company addresses its capital needs through financing
negotiated  by Neptune  Technology  Leasing  Corp.  (formerly  named The Neptune
Group, Inc.) ("Neptune"),  a Michigan corporation and wholly owned subsidiary of
the Company, and its own financial reserves.  The Company can give no assurances
that it will have sufficient  working capital to maintain its operations for the
next twelve months.

Period of Transition

     The Company is  experiencing  a period of transition as it emerges from its
status as a development  stage  company.  The  transition  has placed,  and will
continue  to  place,  a  significant  strain  on the  Company's  resources.  The
likelihood  of  success  of the  Company  must be  considered  in  light  of the
expenses,  difficulties and delays frequently encountered in connection with the
continuing development of a new business. If the Company is unable to manage the
transition out of the development  stage,  the Company's  business,  competitive
position,  results of operations and financial  condition will be materially and
adversely affected.



                                       6
<PAGE>

     In April 1996 the Company completed a restructuring involving the merger of
Resource  Finance Group,  Ltd., a Colorado  corporation and the Company's parent
corporation  ("RFG"),  with and into  the  Company  and the  merger  of  Digital
Sciences,  Inc.,  a Nevada  corporation  ("Old  DSI"),  with  and  into  Digital
Sciences,   Inc.,  a   wholly-owned   subsidiary  of  the  Company  ("New  DSI")
(collectively,  the  "Mergers"),  and the  entire  board  of  directors  and the
management has changed. See "Certain Recent Developments." The Company's ability
to manage growth  successfully  will require the personnel of RFG and Old DSI to
work  together   effectively  and  will  require  the  Company  to  improve  its
operational,  management  and  financial  systems  and  controls.  Prior  to the
consummation  of the  Mergers,  Old DSI and RFG had been  operated as  separate,
independent  corporations.  While  Old DSI  and  RFG  were  engaged  in  related
businesses  and were parties to a joint  operating  agreement  pursuant to which
certain   administrative,   financial   and  other   services   were   performed
cooperatively,  there can be no assurance that management of the Company will be
able to integrate or allocate  properly the two  businesses on an economic basis
or be able to oversee and implement  successfully  the business  strategy of the
Company  after the Mergers.  If the Company is unable to manage this  transition
effectively, the Company's business,  competitive position, results of operation
and financial condition will be materially and adversely affected.


Dependence on the Vision and Focus Systems; Uncertainty of Market Acceptance

     The Vision  System and Focus System are  currently  the  Company's  primary
products.  The Company has only sold the Vision System and Focus System products
in  limited  quantities  and  there  can  be no  assurance  that  the  Company's
continuing efforts will be successful or that the Vision System, Focus System or
any other product  developed by the Company will be effective,  capable of being
manufactured  at  commercial  quantities at acceptable  costs,  or  successfully
marketed.  The Company  expects that the Vision  System and Focus  System,  when
fully  commercialized,  will account for the majority of the Company's  earnings
for the foreseeable future. Because the Vision System and Focus System currently
represent  the  Company's  main product  focus,  if the Vision  System and Focus
System are not  successful,  the  Company's  business,  financial  condition and
results of operation would be materially and adversely affected.

Dependence on Collaborative Relationships

     The  Company is reliant on other  companies  for the  marketing,  sales and
installation  of the Vision System.  There can be no assurances that the Company
will be able to oversee and implement  successfully the business strategy of the
Company.

     The Company has minimal direct sales or marketing  capability.  The Company
will rely on its internal  sales team for the  marketing  and sales of the Focus
System.  The  Company  will rely on HPSI for  sales of the  Vision  System.  See
"Certain Recent  Developments."  The failure or inability of HPSI to perform its
obligations under the HPSI Agreement or to effectively sell or market the Vision
System  would have a material  adverse  effect on the  Company.  If the  Company
determines to broaden its business to provide the Vision System or other systems
to users other than HPSI's clients,  the Company will be required to develop the
capabilities  to  commercialize  and market its  technologies  itself or will be
dependent  on others to do so.  Should the Company  elect to  commercialize  and
market its  technologies  itself,  the Company would need to develop  additional
resources.  There can be no assurance  that it will be  successful in developing
these  capabilities.  Also,  should  the  Company  elect  to  obtain  additional
collaborative   partners  to  assist  in   commercializing   and  marketing  its
technologies  and the  resultant  products,  there can be no assurance  that the
Company will be successful in reaching satisfactory arrangements with such third
parties.

     The  Company's  ability to install and maintain the Vision System and Focus
System is limited.  The Company has entered  into  certain  agreements  with IBM
Corporation  (collectively,  the "IBM Agreement") pursuant to which IBM installs
and   services  the  Vision   System.   The  failure  or  inability  of  IBM  to
satisfactorily  perform its obligations under the IBM Agreement or to adequately
install and service the Vision  System would have a material  adverse  effect on
the Company.


                                       7
<PAGE>

Risk of Product Defects

     Software  products  as complex as those  offered by the Company may contain
defects or failures  when  introduced  or when new  versions are  released.  The
Company may discover software defects in the Vision System,  Focus System or its
other  products  and may  experience  delays or lost  revenues  to correct  such
defects in the future.  There can be no assurance  that  despite  testing by the
Company,   errors  will  not  be  found  in  new  products  released  after  the
commencement  of  commercial  shipment,  resulting  in loss of  market  share or
failure to achieve market acceptance.  Any such occurrence could have a material
adverse  effect upon the  Company's  business,  operating  results or  financial
condition.

Products in Development

     The markets for the  Company's  existing and future  computer  software and
hardware  products are  characterized by rapidly changing  technology,  evolving
industry  standards,  frequent new product  introductions and enhancements.  The
successful development and commercialization of new products involve many risks,
including  the  identification  of new  product  opportunities,  the  successful
completion  of  the  development  process,  and  the  retention  and  hiring  of
appropriate  research and development  personnel.  The  introduction of products
embodying new  technologies  and the emergence of new industry  standards  could
render the Company's  existing products and products currently under development
obsolete  and  unmarketable.  The  Company's  future  success  will  depend upon
successfully  developing and distributing the Focus System and the Vision System
in  connection  with the HPSI  Agreement,  and  thereafter  upon its  ability to
enhance  the Vision  System and Focus  System and to develop and  introduce  new
products  that keep pace with  technological  developments,  respond to evolving
end-user requirements and achieve market acceptance.  Any failure by the Company
to anticipate or respond  adequately to  technological  developments or end-user
requirements,  or any significant delays in product development or introduction,
could result in a loss of competitiveness or revenues. There can be no assurance
that products or technologies  developed by others will not render the Company's
products or technologies noncompetitive or obsolete or that the Company will not
experience  significant delays in introducing new products in the future,  which
could have a material adverse effect on the Company's results of operations.  In
addition, there can be no assurance the Company will be successful in developing
and marketing new products or product enhancements on a timely basis or that new
products or product  enhancements  developed by the Company will achieve  market
acceptance.

     In addition,  the life cycle of the  Company's  products  are  difficult to
predict due to the effect of new product  introductions or product  enhancements
by the Company or its competitors, market acceptance of new or enhanced versions
of the Company's products and competition in the Company's marketplace. Declines
in the  demand  for the Vision  System or Focus  System,  whether as a result of
competition,  technological change, price reductions or otherwise,  could have a
material  adverse  effect  on the  Company's  business,  operating  results  and
financial condition.

Limited Production Capabilities

     The Company currently  integrates various components into the Vision System
and Focus System in limited  quantities in Draper,  Utah.  However,  the Company
does not have  experience  in  producing  the Vision  System and Focus System in
commercial  quantities.  The Company may  encounter  difficulties  in scaling up
production  of the  Vision  System  and Focus  System to meet  customer  demand,
including problems involving  production yields,  quality control and assurance,
components  supply  and  shortages  of  qualified  personnel.  There  can  be no
assurance that the Company will not encounter manufacturing difficulties,  which
could have a material  adverse  effect on the  Company's  business and financial
condition  and  results  of  operation.  Should  the  Company  elect  to  obtain
additional  collaborative  partners to assist in  producing  Vision  Systems and
Focus  Systems in  commercial  quantities,  there can be no  assurance  that the
Company  will be  successful  in reaching  satisfactory  arrangements  with such
parties.

                                       8
<PAGE>


Commercial/Consumer Acceptance of PICK Operating System

     The Company's Screenware software,  which is used for the Vision System and
Focus System,  is designed to be used on a unique  operating system called PICK.
PICK is a  multi-user,  multi-tasking  operating  system which results in a less
costly investment in hardware. In addition,  PICK's operating system is itself a
data base which results in a much faster system that is more  user-friendly than
most other  operating  systems and  eliminates  the need for  purchasing a third
party  database.  It is estimated  that nearly 80% of the Fortune 1000 companies
have PICK-based applications in their organizations.  The Company's products are
based on the PICK  operating  system.  Any  factors  that  adversely  affect the
availability  or popularity of PICK in the market would have a material  adverse
effect on the Company's  operating  system.  The Company has no control over the
factors  that  affect the  availability  or  commercial  acceptance  of the PICK
operating system.

Competition

     A large number of  companies  compete in the  computer  software  business,
including  the  portion of the  market  targeted  at  developing  and  providing
business  management  systems in which the Company will  compete.  Many of these
companies have far greater capital,  technical,  personnel,  marketing and other
resources than the Company. Furthermore, there can be no assurance that these or
other firms will not develop new or enhanced  products and software systems that
are more effective than any that have been or may be developed by the Company.

Importance of Intellectual Property

     The  Company  does not  currently  hold any  Federal  patent  or  copyright
protection  for its  principal  assets.  Management  of the Company may file for
appropriate  intellectual  property protection in the future but there can be no
assurance  that such  protection  will be granted or that it will be adequate to
deter  misappropriation of the Company's  technologies or that there will not be
independent  third party  development  of similar  technologies.  The  Company's
success and revenues will  depend,  in part, on its ability to obtain or license
patents, protect trade secrets and operate without infringing on the proprietary
rights of others.

     The Company has not in the past adhered to a disciplined  regimen  relating
to  the   execution  of   confidential   disclosure,   proprietary   rights  and
non-competition   agreements   with  its  vendors,   customers,   employees  and
consultants. Accordingly, there are significant risks that claims may be brought
against the Company in the future for  infringing on the  proprietary  rights of
others.  The  Company is not aware of any  infringement,  and no such claims are
currently pending against the Company.

     The patent and proprietary protection of software is highly competitive and
involves complex legal and factual questions. There can be no assurance that any
patents  issued to the Company will provide it with  competitive  advantages  or
will not be challenged by others,  or that the patents or proprietary  rights of
others  will not have an  adverse  effect on the  ability  of the  Company to do
business.   Furthermore,  there  can  be  no  assurance  that  others  will  not
independently develop similar products or, if patents are issued to the Company,
that  others will not design  around  such  patents or  proprietary  rights.  In
addition,  the Company  may be  required to obtain  licenses to patents or other
proprietary rights of other parties. No assurance can be given that any licenses
required under any such patents or proprietary rights would be made available on
terms acceptable to the Company,  if at all. If the Company does not obtain such
licenses,  it could encounter  delays in product market  introductions  while it
attempts to design  around  such  patents,  or could find that the  development,
manufacture or sale of products requiring such licenses could be foreclosed.  In
addition,  the  Company  could  experience  a loss of  revenues as well as incur
substantial  costs in defending  itself and  indemnifying  its partners in suits
brought against it or one or more of them on such patents or proprietary  rights
or in suits in which the Company's patents or proprietary rights may be asserted
by it against another party. Further,  there can be no assurance that any patent
obtained  or  licensed  by the  Company  will be held valid and  enforceable  if
challenged by another party.


                                       9
<PAGE>

Dividends

     Neither the Company nor its  predecessor  has ever paid cash  dividends  on
shares of its Common Stock, and the Company does not intend to pay any dividends
in the foreseeable future. The Company intends to reinvest earnings,  if any, in
the development of its business.

Dependence on Key Employees

     The  Company's  success  will  depend,  to a  significant  extent,  on  the
Company's Chief Executive and Financial Officer,  and President,  Mark A. Babin,
New DSI's President,  Chief Executive Officer and Treasurer,  David A. Horowitz,
and New DSI's  Executive Vice  President,  Chief Science  Officer and Secretary,
Robert B. Hyte, and on other members of its senior  management.  Mr. Hyte is the
creator of the Screenware  Software which operates on the PICK operating  system
upon which New DSI's  existing  software is based,  and upon which the Company's
software is based. The Company maintains "key-man" life insurance on the life of
Mr. Hyte but does not maintain  "key-man" life insurance on the lives of Messrs.
Babin or Horowitz.  The loss of the services of Mr. Babin,  Mr.  Horowitz or Mr.
Hyte or any of its other key employees,  could have a material adverse effect on
the Company.  The  Company's  future  success will also depend  largely upon its
ability to attract and retain other highly qualified personnel.  There can be no
assurance  that the Company will be successful in attracting  and retaining such
personnel.

Possible Volatility of Stock Price

     The market price of the Company's  common stock has been  volatile.  Future
announcements concerning the Company or its competitors, quarterly variations in
operating results,  announcements of technological innovations, the introduction
of new  products  or changes in product  pricing  policies by the Company or its
competitors,  litigation  relating to  proprietary  rights or other  litigation,
changes in  earnings  estimates  by analysts  or other  factors  could cause the
market price of the Common Stock to fluctuate  substantially.  In addition,  the
stock  market  has from time to time  experienced  significant  price and volume
fluctuations  that have  particularly  affected  the market price for the common
stock of  technology  companies  and  that  have  often  been  unrelated  to the
operating performance of particular  companies.  These broad market fluctuations
may also  adversely  affect the market price of the Company's  common stock.  In
certain circumstances,  following periods of volatility in the market price of a
company's  securities,  securities class action  litigation has occurred against
the issuing  company.  There can be no assurances  that such litigation will not
occur in the future with respect to the Company. Such litigation could result in
substantial cost and divert  management's  attention and resources,  which could
have a  material  and  adverse  effect  on  the  Company's  business,  financial
condition and results of operation.

Potential Dilution

     Certain events, including the issuance of additional shares of Common Stock
upon the  exercise or  conversion  of  outstanding  options and  warrants of the
Company, could result in substantial dilution of the Common Stock. Such options,
warrants and other rights are  exercisable at per share prices ranging from $.50
to $20.00 per share and most are exercisable through the year 2000. The issuance
of 3,153,400 and 8,494,651  additional  shares of Common Stock  underlying  such
warrants and options,  respectively, and the potential "overhang" of such shares
on the  market  could  adversely  affect  the  prevailing  market  price  of the
Company's Common Stock and would substantially  dilute the ownership  percentage
of holders of Common Stock.


                                       10
<PAGE>



SEC Investigation of Regulation S Offerings

     The  Company  is  being  investigated  by  the  staff  of  the  Commission.
Management of the Company believes that this  investigation  primarily  concerns
certain  offerings  in 1994 and  earlier  of the common  stock of the  Company's
predecessor,  RFG, to overseas investors made by RFG in reliance upon Regulation
S under the Securities Act, but may relate to other operational matters as well.
Although the management of the Company believes that the Company has not engaged
in any  wrongdoing,  there can be no  assurances  as to the  outcome of any such
investigation.










                                       11
<PAGE>

                                  THE COMPANY

     The Company is a holding corporation formed under the laws of Delaware. The
Company's primary operations, the development and marketing of its Vision System
and Focus System and the leasing of these  systems,  are  conducted  through its
wholly  owned  subsidiaries,  Digital  Sciences,  Inc.,  a Delaware  corporation
formerly known as DSI Acquisition Corp. ("DSI"),  and Neptune Technology Leasing
Corp.  respectively.  Both the  Company  and DSI  were  formed  in June  1995 in
connection  with the merger (the  "Merger")  of  Resource  finance  Group,  Ltd.
("RFG") and Digital Sciences,  Inc., a Nevada corporation ("Old DSI"). Under the
terms of the Merger,  which was  effective on April 1, 1996,  (i) Old DSI merged
with and into DSI, and (ii) RFG merged with and into the Company.  Also on April
1, 1996, the Company issued 7,314,636 shares of Common Stock in exchange for all
of the  outstanding  capital stock of Old DSI. These shares were registered on a
Form S-4 Registration Statement that was declared effective by the Commission in
February, 1996.

     RFG was  incorporated  in  August  1991  under  the  laws of the  State  of
Colorado.  From  inception  until April 15, 1993, RFG attempted to engage in the
business of financing  equipment for operators of South  American  mines,  which
efforts ceased April, 1993.

      On June  30,  1993,  RFG  acquired  all of the  assets  of  Digital  Video
Graphics, Inc., a Michigan corporation then doing business as ONYX Systems, Ltd.
("ONYX"),  owned by Joseph J. Walsh and James M. Keller, Jr. The assets involved
included  equipment,   inventory,  customer  relationships  and  other  business
intangibles.  The acquired  company  possessed  relationships  with  established
customers and vendors in the commodity computer hardware business.  The purchase
was financed by promissory  notes totaling $26,500 issued to the previous owners
and the assumption of the acquired  company's  liabilities  which were $315,153.
The  acquisition  was  effected,   to,  among  other  things,   leverage  ONYX's
relationships with other computer and hardware suppliers and similar networks.

      In 1993, RFG entered into a supply agreement with Crutchfield Corporation,
a large  electronics  catalogue  company,  which  called for sales of RFG's Onyx
personal computer under the Crutchfield name.  Approximately $3 million of these
sales were made during fiscal 1994,  accounting for 43% of RFG's revenues during
fiscal 1994.  Early in fiscal 1995,  RFG permitted the agreement to lapse by its
terms, due to increasing losses.

     During fiscal 1994, RFG attempted to sell its multimedia  line of computers
through the establishment of a telemarketing and customer service operation. RFG
discontinued these efforts in December, 1994. Subsequently,  RFG briefly entered
the wholesale  computer  component  business,  incurred  losses,  and ceased its
efforts later in fiscal 1994. In fiscal 1994, RFG opened a retail computer store
named  "Floppy  Joe's" in Grand  Rapids,  Michigan,  and closed the operation in
January, 1995 after experiencing losses.

     In May,  1994,  RFG entered into an  agreement  with Old DSI to acquire Old
DSI's intellectual property  ("Screenware") for 1 million shares of RFG's common
stock. Under this agreement,  RFG retained voting rights over those shares for a
two year  period.  RFG then  licensed  Screenware  to Old DSI for 99 years,  but
retained  the  right  to 30% of  all  revenues  from  projects  performed  using
Screenware  that were  arranged by RFG, and 5% of all revenues  derived from any
other use of Screenware.

     Additional  infusions of equity occurred during fiscal 1994 via a series of
private  placements.  Gross  proceeds from these  offerings were in excess of $2
million in equity capital, which had  been substantially utilized as of December
31, 1994.

     In August, 1994, RFG entered into an agreement (the "Consortium Agreement")
with Old DSI and National  Purchasing  Corporation ("NPC") that provided for the
development  and   distribution  of  computerized   business   systems  designed
specifically  for the long term health  care  industry.  Nursing  homes form the
greater part of this market segment.

     In April,  1995,  RFG agreed to  provide Old DSI with software programming,
accounting  and other  administrative  services  in return for  funding of these
services.

                                       12
<PAGE>



     In August,  1995, RFG and Old DSI entered into a Joint Operating  Agreement
pursuant  to which  RFG and Old DSI  would  cooperate  in  sharing  the costs of
certain operational matters.  Under the Joint Operating Agreement,  RFG provided
Old  DSI  with  accounting,  financial  reporting,  payroll  and  administrative
services and programmers on a subcontracted  basis and Old DSI provided RFG with
funds  adequate  to cover  the  costs of  maintaining  RFG's  corporate,  legal,
financial,  accounting  and  administrative  capabilities.  The Joint  Operating
Agreement was  terminated as of April 1, 1996,  effective the date of the merger
(the "Merger") of Old DSI with RFG's successor corporation, IDSI.

     On June 28,  1996,  IDSI  purchased  substantially  all the  assets  of The
Neptune Group, Inc. ("TNG") and those of its subsidiaries.  The assets purchased
consisted of primarily cash, accounts receivable and notes receivable, the total
value of which is approximately  $1.73 million.  IDSI issued 750,000  restricted
shares of common stock to TNG for those assets and assumed certain  liabilities,
which totaled  approximately  $0.25 million.  IDSI agreed to file a registration
statement covering the stock issued to TNG by September 30, 1996, and TNG agreed
not to sell those  shares for a period of one year after the closing date of the
transaction.

     On June 28,  1996,  IDSI  privately  placed  1,631  shares of its  Series A
Convertible  Preferred  Stock at a per share price of $1,000 for net proceeds of
$1,500,520.  The  preferred  shares are  convertible  into common shares of IDSI
after the following dates:  one-third on or after August 17, 1996, an additional
one-third  on or after  September  11, 1996 and the final  one-third on or after
October 6, 1996. These shares are convertible at 78% of the average market price
of IDSI common stock for the five days immediately  prior to conversion.  All of
the preferred shares have been converted into Common Stock. The Company formed a
wholly owned  subsidiary  which is now named  Neptune  Technology  Leasing Corp.
Neptune  Technology  Leasing Corp. owns lease agreements for its own account and
also performs lease brokering  services for large financing  companies.  Neptune
Technology  Leasing Corp.  writes leases  resulting  from  installations  of the
Vision Systems and Focus Systems.

     On October 29,  1996,  the Company  finalized  an  agreement  to retain the
services  of James N. Lane,  R. Wayne  Fritzsche  and Anthony  Kamin.  They will
advise the Company on strategic planning, licensing,  technical issues, identify
strategic   alliances/partners   and  assist  in  the  development  of  business
opportunities.  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.

     On  December  11,  1996,  the  Company  increased  the size of its Board of
Directors from five members to seven and added R. Wayne Fritzsche to fill one of
the vacancies.

     On December 30, 1996,  the Company  dismissed the auditing firm of Wilber &
Townshend,  P.C. and approved the  engagement  of Coopers & Lybrand as principal
auditor for the Company.  In connection  with the audits of the two fiscal years
ended June 30, 1995 and 1996, and the subsequent interim period through December
30,  1996,  there were no  disagreements  with Wilber &  Townshend,  P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedures,  which  disagreements  if not  resolved to their
satisfaction  would have caused them to make reference in connection  with their
opinion to the subject matter of the disagreement, and said firm has not advised
the registrant of any reportable  events.  The  accountants'  report of Wilber &
Townshend, P.C. on the consolidated financial statements of Intelligent Decision
Systems, Inc. and subsidiaries as of and for the year ended June 30, 1996 and of
Resource  Finance Group,  Ltd. and subsidiaries for the year ended June 30, 1995
did not contain  any adverse  opinion or  disclaimer  of opinion,  nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.


                              USE OF PROCEEDS

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock offered  hereby.  The Company will pay the costs of this  offering,
which are estimated to be $4,000.


                                       13
<PAGE>


                            SELLING SECURITYHOLDERS

     The following table sets forth certain information as of April 1, 1997 with
respect to the  Selling  Securityholders.  The shares to be sold by the  Selling
Securityholders  represent shares of Common Stock currently owned by the Selling
Securityholders or which may be acquired by them upon exercise of the Options.


Beneficial  ownership after this offering will depend on the number of shares of
Common Stock actually sold by the Selling Securityholders.

<TABLE>
<CAPTION>
                           Shares of Common Stock      Shares of       Shares of Common Stock
Name of                   Beneficially Owned Prior    Common Stock    Beneficially Owned After
Securityholder                to the Offering        Offered Hereby       the Offering(1)

                           Number      % of Class       Number         Number     Percent
<S>                       <C>             <C>           <C>           <C>          <C>

Eugene Feher(2)           169,275(5)      1.2%          14,275        155,000(5)   1.1%

Jonathan Preiser(3)       216,275(5)      1.5%          14,275        202,000(5)   1.4%

Scott Preiser(4)          169,275(5)      1.5%          14,275        155,000(5)   1.1%


</TABLE>

(1)  Assumes  that the Selling  Securityholders  dispose of all of the shares of
     Common Stock covered by this  Prospectus  and do not acquire any additional
     shares of Common Stock.

(2)  Eugene  Feher  has served as President of the Company's subsidiary, Neptune
     Technology Leasing Corp. since  June  28, 1996.  Prior  to  that  time  Mr.
     Feher was  employed  by  the Neptune  Group, Inc. (a leasing company) since
     November of 1993 and served as vice president.

(3)  Jon  Preiser  has served  as Vice  President of  the Company's  subsidiary,
     Neptune Technology Leasing Corp. since  June 28, 1996.  Prior to  that time
     Mr. Feher was employed by the Neptune Group, Inc. (a leasing company) since
     November of 1993 and served as vice president.

(4)  Scott Preiser has served  as Vice  President of  the Company's  subsidiary,
     Neptune Technology Leasing Corp. since  June 28, 1996.  Prior to that  time
     Mr. Feher was  employed  by  the  Neptune  Group, Inc. (a leasing  company)
     since November of 1993 and served as vice president.

(5)  Includes 90,000 shares of the Company's Common Stock underlying a  Warrant,
     40,000 shares of the Company's Common Stock underlying an Option and 25,000
     shares of the Company's Common Stock underlying an Option.





                                       14
<PAGE>



                           DESCRIPTION OF SECURITIES

     The Company  has  authorized  30,000,000  shares of common  stock  ("Common
Stock") and 1,000,000 of preferred stock ("Preferred  Stock"). As of the date of
this Prospectus,  14,463,565  shares of Common Stock were issued and outstanding
and 1,631 shares of Preferred  Stock were issued and  cancelled  and 0 shares of
Preferred Stock remain outstanding.

     The Company's Board of Directors has the authority,  without further action
by the  shareholders,  to issue  additional  shares of Preferred Stock in one or
more  series and to fix the rights,  preferences,  privileges  and  restrictions
granted to or imposed upon any series of unissued  shares of Preferred Stock and
to fix the number of shares  constituting any series and the designation of such
series, without any further vote or action by the shareholders.  The issuance of
Preferred  Stock may have the effect of  delaying,  deferring  or  preventing  a
change in control of the Company without further action by the shareholders, may
discourage  bids for the  Company's  Common  Stock at a premium  over the market
price of the Common  Stock,  and may  adversely  affect the market  price of and
other rights of the holders of Common Stock.

     The  following  summary  of  certain  provisions  of the  Common  Stock and
Preferred  Stock does not  purport  to be  complete  and is  subject  to, and is
qualified in its entirety by, the  Certificate of  Incorporation  of the Company
and the Bylaws of the Company and by the provisions of applicable law.

Common Stock

     Holders of Common  Stock are  entitled to one vote per share on all matters
on which  shareholders are entitled to vote. Subject to the rights of holders of
any class or series of shares,  including  holders of Preferred Stock,  having a
preference over the Common Stock as to dividends or upon liquidation, holders of
Common Stock are entitled to such  dividends as may be declared by the Company's
Board of Directors out of funds lawfully  available  therefor,  and are entitled
upon  liquidation to receive pro rata the assets  available for  distribution to
shareholders.  Holders of the Common Stock have no preemptive,  subscription  or
conversion  rights.  The Common  Stock is not subject to  assessment  and has no
redemption provisions.

Options

     The Company has outstanding options to purchase a total of 8,494,651 shares
of the Company's Common Stock at exercise prices which range from $.50 to $20.00
per share.  The options have expiration dates which range from 1997 to 2002.

Warrants

     The Company  has  outstanding  warrants  to  purchase a total of  3,153,400
shares of the Company's Common Stock at exercise prices which range from $.50 to
$4.00 per share.  The warrants  have  expiration  dates which range from 1998 to
2001.

Transfer Agent and Registrar

     The  Transfer  Agent  and  Registrar  for  the  Common  Stock  is  American
Securities Transfer, Incorporated. Their address is America Securities Transfer,
Inc., P.O. Box 1596, Denver, CO 80201.




                                       15
<PAGE>


                             PLAN OF DISTRIBUTION

     The  Common   Stock   offered   hereby  is  being   sold  by  the   Selling
Securityholders  acting as principal  for their own  accounts.  The Company will
receive  none of the  proceeds  from such  offering.

     The   distribution   of  the  shares  of  Common   Stock  by  the   Selling
Securityholders  is not  subject  to any  underwriting  agreement.  The  Company
expects that the Selling  Securityholders  will sell the shares  covered by this
Prospectus through customary brokerage channels,  either through  broker-dealers
acting as  principals,  who may then  resell the shares in the  over-the-counter
market,  or at private  sales or otherwise,  at market prices  prevailing at the
time  of  sale,  at  prices  related  to such  prevailing  market  prices  or at
negotiated prices. The Selling  Securityholders  may effect such transactions by
selling  shares through  broker-dealers,  and such  broker-dealers  will receive
compensation in the form of commissions from the Selling  Securityholders and/or
the  purchasers  of the  Common  Stock  for whom  they  may act as agent  (which
compensation   may  be  in  excess  of  customary   commissions).   The  Selling
Securityholders  and any  broker-dealers  that  participate  with  such  Selling
Securityholders  in the  distribution  of the  Common  Stock may be deemed to be
underwriters and any commission  received by such  broker-dealers and any profit
on resale of the Common  Stock  sold by them might be deemed to be  underwriting
discounts or commissions  under the Securities Act. All expenses of registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by any Selling
Securityholder will be borne by such Selling Securityholder.

     The Selling Securityholders are not restricted as to the price or prices at
which they may sell the  Common  Stock.  Sales of shares of the Common  Stock at
less than market  prices may depress the market  price of the  Company's  Common
Stock.  The amount of shares of Common Stock to be sold hereunder by any Selling
Securityholder,  and any other  person with whom he is acting in concert for the
purpose  of selling  securities  of the  registrant,  cannot  exceed  during any
three-month  period,  the amount  specified in Rule 144(e) under the  Securities
Act.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in a distribution of the Common Stock may not  simultaneously  engage in
market making  activities  with respect to the Common Stock for a period of nine
business days prior to the  commencement of such  distribution.  In addition and
without limiting the foregoing,  the Selling  Securityholders will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which provisions
may  limit the  timing  of  purchases  and  sales of the  shares by the  Selling
Securityholders.

     In order to comply with certain states' securities laws, if applicable, the
shares may be sold in such  jurisdiction  only  through  registered  or licensed
brokers  or  dealers.  In certain  states the shares may not be sold  unless the
shares have been  registered or qualified  for sale in such state,  or unless an
exemption from registration or qualification is available and is obtained.


                                   EXPERTS

     Certain  financial  statements of Intelligent  Decision  Systems,  Inc. are
incorporated  by reference in this Prospectus from the Company's Form 10-KSB for
the  fiscal  year  ended  June 30,  1996  which  have been  audited  by Wilber &
Townshend, P.C., independent certified public accountants, as indicated in their
report with respect thereto,  and included herein in reliance upon the authority
of said firm as experts in auditing and accounting in giving said report.


                                 LEGAL MATTERS

     The  validity of the shares  offered  under the  Registration  Statement of
which this  Prospectus  is a part will be passed upon for the Company by Snell &
Wilmer L.L.P., special counsel to the Company.



                                       16
<PAGE>



=========================================         =============================
No dealer, sales representative or other
person has been authorized to give any
information or to make any  representation
not contained in this Prospectus and,
if given or made, such  information or                   42,825 Shares of
representations  must not be relied upon                  Common Stock
as having been authorized by the Company,
the Selling  Securityholders,  or any
other person. This Prospectus does not
constitute an offer of any securities                  INTELLIGENT DECISION
other than those to which it relates or                   SYSTEMS, INC.
an offer to sell, or a  solicitation of
an offer to buy, to any person in any
jurisdiction  where such an offer to buy,
to any person in any jurisdiction  where
such an offer or solicitation  would be
unlawful.  Neither the delivery of this
Prospectus  nor any sale made hereunder and
thereunder shall, under any circumstances,
create any implication that the information
contained  herein is correct as of any time
subsequent to the date hereof.


                                                       _________________

                                                          PROSPECTUS
                                                       _________________
           ____________

        TABLE OF CONTENTS

                                    Page


Available Information................4
Information Incorporated
  by Reference.......................4
Risk Factors.........................6
The Company..........................12
Use of Proceeds......................13
Selling Securityholders..............14
Description of Securities............15
Plan of Distribution  ...............16
Experts..............................16
Legal Matters........................16



                                                       April 9, 1997




=========================================         =============================



                                       17
<PAGE>


                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement  of  Intelligent  Decision  Systems,   Inc.,  a  Delaware  corporation
("Company"), and in the related Section 10(a) prospectus:

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1996;

      (b)   The  Company's  Quarterly  Reports  on  Form  10-QSB  for the fiscal
            quarters ended September 30, 1996 and December 31, 1996;

      (c)   The Company's Current Reports on Form 8-K filed on November 6, 1996,
            December 20, 1996 and January 3, 1997.

      (d)   Description   of  the  Company's  Common   Stock  included  in   the
            Registration  Statement on Form  S-4 filed on  February 7, 1996, SEC
            File No. 33-93058.

     In addition,  all documents  subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration statement,  and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Officers and Directors.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Delaware  Law")  empowers a Delaware  corporation to indemnify any persons
who are, or are  threatened to be made,  parties to any  threatened,  pending or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests,  and for criminal proceedings,
had no  reasonable  cause  to  believe  his  conduct  was  illegal.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.



                                       18
<PAGE>



         In accordance with the Delaware Law, the  Certificate of  Incorporation
of the  Company  contains a provision  to limit the  personal  liability  of the
directors for violations of their fiduciary duty. This provision eliminates each
director's  liability  to the  Company  or its  respective  securityholders  for
monetary  damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the Delaware Law  providing for liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions,  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

         Article  VIII  of the  Amended  By-Laws  of the  Company  provides  for
indemnification of directors, officers and employees as follows:

         Each Director and officer of the Corporation  now or hereafter  serving
as such shall be indemnified by the  Corporation  against any and all claims and
liabilities to which he or she has or may become subject by reason or serving or
having served as such Director or officer, or by reason of any action alleged to
have  been  taken,  omitted,  neglected  as such  Director  or  officer  and the
Corporation  shall reimburse each such person for all legal expenses  reasonably
incurred in connection  with any such claim or liability or wrong  payments made
by him or her in satisfaction  of such claim or claims,  either by compromise or
in satisfaction of judgment.  No such person shall be indemnified against, or be
reimbursed for any expense or payments incurred in connection with, any claim or
liability  established to have arisen out of his own willful misconduct or gross
negligence.

         The  right of  indemnification  hereinabove  provided  for shall not be
exclusive of any right to which any Director or officer of the  Corporation  may
otherwise be entitled by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Index located at Page 22

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "1933 Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;





                                       19
<PAGE>



provided,   however,  that  paragraphs  (i)   and  (ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.




                                       20
<PAGE>


                                     SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Grand Rapids, Michigan, on the date below.


DATED: April 9, 1997                      INTELLIGENT DECISION SYSTEMS, INC.


                                             By  /s/  Mark A. Babin
                                               ---------------------------------
                                               Mark A. Babin, President and CEO


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

  Signature                         Title                          Date


/s/ Mark A. Babin             President, Chief Executive       April 9, 1997
---------------------         Officer, Chief Financial and
Mark A. Babin                 Accounting Officer and Director


/s/ Raymond F. Blue           Director                         April 9, 1997
---------------------
Raymond F. Blue


/s/ David A. Horowitz         Chairman of the Board            April 9, 1997
---------------------         and Director
David A. Horowitz


/s/ Robert B. Hyte            Director                         April 9, 1997
---------------------
Robert B. Hyte


/s/ James M. Keller, Jr.      Director, Secretary, and         April 9, 1997
------------------------      Treasurer
James M. Keller, Jr.


/s/ R. Wayne Fritzsche        Director                         April 9, 1997
----------------------
R. Wayne Fritzsche




                                       21
<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933





                                    EXHIBITS


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


                                  EXHIBIT INDEX

     The following exhibits are included as part of this registration statement.
References  to the  "Company" in this Exhibit  Index mean  INTELLIGENT  DECISION
SYSTEMS, INC., a Delaware corporation.

 4.1     Employment Agreement - Eugene Feher................................. 23
 4.2     Employment Agreement - Jon Preiser.................................. 28
 4.3     Employment Agreement - Scott Preiser................................ 33
 4.4     Employment Contract Modification.................................... 38
 4.5     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Eugene Feher............................  40
 4.6     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Jon Preiser.............................  46
 4.7     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Scott Preiser...........................  52
 5.1     Opinion of Snell & Wilmer L.L.P., counsel to registrant............. 58
 23.1    Consent of Wilber & Townshend, P.C., independent accountants........ 60
 23.2    Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)




                                       22
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 73393}]
{"company-data": {"conformed-name": "INTELLIGENT DECISION SYSTEMS INC", "cik": "0000879500", "assigned-sic": "7372", "irs-number": "383286394", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24853", "film-number": "97577439"}, "business-address": {"street1": "2025 E BELTLINE AVE SE", "street2": "STE 400", "city": "GRAND RAPIDS", "state": "MI", "zip": "49546", "phone": "6162855830"}, "former-company": [{"former-conformed-name": "RESOURCE FINANCE GROUP LTD  /CO/", "date-changed": "19960103"}, {"former-conformed-name": "RESOURCE FINANCE GROUP LTD", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on April 9, 1997
                                                   Registration No. 333-_____

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

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

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

2025 E. Beltline Ave., S.E. Ste 400              Mark A. Babin, President
Grand Rapids, Michigan 49546              2025 E. Beltline Ave., S.E., Suite 400
      (616) 285-5830                           Grand Rapids, Michigan 49546
(Address and telephone number of                    (616) 285-5830
registrant's principal executive
offices and principal place             (Name, address, and telephone number of
of business)                            agent for service)

                                   Copies to:
                        Christopher J. Littlefield, Esq.
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6323

             EMPLOYMENT AND NON-STATUTORY STOCK OPTION AGREEMENTS OF
                  EUGENE FEHER, JON PREISER AND SCOTT PREISER
                              (Full Title of the Plan)
Title of Each Class                  Proposed Maximum    Proposed Maximum        Amount of
  of Securities      Amount Being        Offering       Aggregate Offering      Registration
Being Registered      Registered     Price Per Share(2)      Price(2)               Fee
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

Common Stock(1)       162,825          $.97                 $157,940              $48.00
---------------------------------------------------------------------------------------------
(1) The securities  registered  hereunder are shares of the registrant's  common
    stock, $.001  par  value.  120,000 shares are issuable upon the exercise  of
    options granted pursuant to non-statutory stock option agreements and 42,825
    shares   were  issued  pursuant  to  employment  agreements  and  are  being
    registered for resale hereunder.

(2) Estimated  solely  for  the  purpose  of  calculating   the  amount  of  the
    registration fee, pursuant to rules 457(c) and 457(h) of the Securities  Act
    of 1933, on the basis of the average of the high  and low  prices for shares
    of Common Stock on April 7, 1997.

                                                       Exhibit Index on Page 22
                                                                   Page 1 of 61

                                         1
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     This  Registration  Statement  on Form S-8 relates to 42,825  shares of the
registrant's common stock that have been issued to Eugene Feher, Jon Preiser and
Scott  Preiser  pursuant  to their  respective  employment  agreements  with the
registrant.  A prospectus  with respect to the resale of such shares by  Messrs.
Feher, Preiser and Preiser is set forth herein on pages 3 through 17.

     This  Registration  Statement also relates to the issuance of up to 120,000
shares of the  Registrant's  common  stock upon the  exercise  of stock  options
granted to Messrs.  Feher,  Preiser  and Preiser  pursuant  to their  respective
non-statutory stock option agreements.  The documents containing the information
specified  in Part I,  Items 1 and 2,  with  respect  to  these  shares  will be
delivered to Messrs.  Feher, Preiser and Preiser in accordance with Form S-8 and
Rule 428 under the Securities Act of 1933, as amended.

                                        2
PROSPECTUS

                           FOR UP TO 42,825 SHARES

                                 OF COMMON STOCK

                       INTELLIGENT DECISION SYSTEMS, INC.

                 To Be Offered by Several Holders of the Common
                  Stock of Intelligent Decision Systems, Inc.

     This Prospectus  relates to the resale by certain  selling  securityholders
(the  "Selling  Securityholders")  an aggregate of up to 42,825 shares of Common
Stock,  $.001 par value per share  ("Common  Stock"),  of  Intelligent  Decision
Systems,  Inc., a Delaware  corporation  (the  "Company"),  that were previously
acquired by the Selling Securityholders.

     The  shares  of  Common  Stock  registered  for  resale  hereby  have  been
registered pursuant to the Company's obligations contained in written agreements
with certain of the Selling  Securityholders.  The Selling  Securityholders  may
elect to sell  all,  a  portion  or none of the  Common  Stock  offered  by them
hereunder.  The  amount of shares of common  stock to be sold  hereunder  by any
Selling  Securityholder,  and any other person with whom he is acting in concert
for the purpose of selling  securities of the  registrant,  cannot exceed during
any three-month period, the amount specified in Rule 144(e) under the Securities
Act of 1933, as amended (the "Securities Act")

     The Common Stock is traded under the symbol "IDSI" in the  over-the-counter
market  on  the  "OTC  Electronic  Bulletin  Board"  operated  by  the  National
Association of Securities Dealers, Inc. (the "OTC Bulletin Board"). On  April 7,
1997, the low "bid" and high "asked" prices for the Common Stock were $.9375 and
$1.00, respectively.

     The Selling  Securityholders may sell the Common Stock from time to time in
underwritten  public offerings,  in transactions  pursuant to Rule 144 under the
Securities  Act, in  privately  negotiated  transactions,  in ordinary  brokers'
transactions  through the  facilities of Nasdaq or  otherwise,  at market prices
prevailing  at the time of such  sale,  at prices  relating  to such  prevailing
market prices, or at negotiated  prices. The Company will not receive any of the
proceeds from the sale of Common Stock by the Selling  Securityholders.  The net
proceeds to the Selling  Securityholders  will be the proceeds  received by such
Selling  Securityholders  upon  such  sales,  less  brokerage  commissions.  All
expenses incurred in connection with the registration of the Common Stock, other
than any underwriting or brokerage  discounts,  commissions and selling expenses
with respect to the Common Stock being sold by the Selling Securityholders, will
be  borne  by  the   Company.   See   "Plan  of   Distribution"   and   "Selling
Securityholders."

     In order to comply with certain states' securities laws, if applicable, the
shares may be sold in such  jurisdiction  only  through  registered  or licensed
brokers  or  dealers.  In certain  states the shares may not be sold  unless the
shares have been  registered or qualified  for sale in such state,  or unless an
exemption from registration or qualification is available and is obtained.

     INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK.  SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

     EACH SELLING  SECURITYHOLDER  AND ANY BROKER  EXECUTING  SELLING  ORDERS ON
BEHALF OF THE  SELLING  SECURITYHOLDERS  MAY BE  DEEMED  TO BE AN  "UNDERWRITER"
WITHIN THE  MEANING OF THE  SECURITIES  ACT.  COMMISSIONS  RECEIVED  BY ANY SUCH
BROKER MAY BE DEEMED TO BE UNDERWRITING COMMISSIONS UNDER THE SECURITIES ACT.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is April 9, 1997

                                     3
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be inspected  and copies  thereof may be
obtained,  at prescribed rates, at the public reference facilities maintained by
the  Commission at the Public  Reference  Section,  Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade  Center,  13th Floor,  New York,  New York 10048,  and Citicorp
Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511.
Copies of such  material may be obtained at  prescribed  rates by writing to the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington, D.C. 20549. The Commission maintains a web site (http://www.sec.gov)
that contains reports,  proxy, and information  statements and other information
regarding  registrants,  such as the Company,  that file electronically with the
Commission.

     The  Company  has  filed a  Registration  Statement  on Form S-8  under the
Securities  Act  covering  the Common  Stock  included  in this  Prospectus.  As
permitted by the rules and regulations of the Commission,  this Prospectus omits
certain of the information contained in the Registration Statement and reference
is hereby made to the  Registration  Statement and related  exhibits for further
information with respect to the Company and the securities  offered hereby.  Any
statements  contained herein concerning the provisions of any documents filed as
an exhibit to the Registration  Statement are not necessarily complete,  and, in
each instance reference is made to the copy of such document so filed.
Each such statement is qualified in its entirety by such reference.

     No person is authorized to give any information or make any  representation
other than those contained or incorporated by reference in this Prospectus,  and
if given or made, such information or representation  must not be relied upon as
having been authorized.  This Prospectus does not constitute an offer to sell or
a solicitation  of an offer to buy any of the  securities  offered hereby in any
jurisdiction  to any  person  to  whom it is  unlawful  to make  such  offer  or
solicitation in such  jurisdiction.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.

                     INFORMATION INCORPORATED BY REFERENCE

     The following  documents have been previously filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus:  (i) the
Company's  Joint  Proxy   Statement-Prospectus   included  in  the  Registration
Statement on Form S-4, File No. 33-93058, as filed pursuant to Rule 424(b) under
the Securities Act; (ii) the Annual Report of the Company on Form 10-KSB for the
fiscal year ended June 30, 1996;  (iii) the Quarterly  Reports of the Company on
Form 10-QSB for the fiscal  quarters  ended  September 30, 1996 and December 31,
1996;  (iv) the  Current  Reports  on Form 8-K,  filed  with the  Commission  on
November  6,  1996,  December  20,  1996  and  January  3,  1997;  and  (vi) the
description  of the Company's  Common Stock  contained in the Company's Form 8-A
filed under the  Exchange  Act.  All other  documents  and reports  filed by the
Company  pursuant to Sections  13(a),  13(c),  14 or 15(d) of the  Exchange  Act
subsequent to the date of this  Prospectus  and prior to the  termination of the
offering of the securities  described  herein shall be deemed to be incorporated
by  reference  into  this  Prospectus  and to be  made a part  hereof  from  the
respective dates such documents and reports are filed.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the  Registration  Statement  and this  Prospectus to the extent
that a statement  contained herein or in any  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or this Prospectus.

                                       4
The Company will cause to be furnished,  without charge, to each person who
receives this  Prospectus,  upon the written or  telephonic  request of any such
person,  a copy of any or all of the  documents  which  have  been  incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are  specifically  incorporated  by reference).  Requests  should be directed in
writing to the Secretary, Intelligent Decision Systems, Inc., 2025 East Beltline
Avenue SE,  Suite 400,  Grand  Rapids,  Michigan  49546 or by telephone at (616)
285-5830.

               DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This  Prospectus,   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  prospectus  (and in documents
incorporated by reference), including without limitation,  statements under "The
Company,"  and "Risk  Factors,"  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.  Important  factors  that could  cause  actual  results to differ
materially  from the Company's  expectations  are disclosed under "Risk Factors"
and elsewhere in this Prospectus,  including  without  limitation in conjunction
with the forward-looking  statements included in this Prospectus. 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.

                                      5
RISK FACTORS

     Investment in the Common Stock offered hereby  involves  certain risks.  In
addition  to the  other  information  included  elsewhere  in  this  Prospectus,
prospective investors should give careful consideration to the following factors
before purchasing any shares of the Common Stock offered hereby. This Prospectus
contains forward-looking  statements which include risks and uncertainties.  The
Company's actual results could differ materially from those anticipated in these
forward-looking  statements as a result of certain factors,  including those set
forth in the  following  risk  factors and  elsewhere  in this  Prospectus.  See
"Disclosure Regarding Forward-Looking Statements."

Limited Trading Market for Common Stock; Compliance with Blue Sky Laws

     The Common Stock is traded in the  over-the-counter  market through the OTC
Bulletin  Board under the symbol "IDSI." The trading market for the Common Stock
of the  Company  has  been  extremely  limited  and  sporadic.  There  can be no
assurance  that an active  trading  market  will  develop  or be  sustained.  In
addition,  in certain  states the shares may not be sold  unless the shares have
been  registered  or qualified  for sale in such states,  or unless an exemption
from registration or qualification is available and is obtained. there can be no
assurance  that the sale of shares  hereunder will qualify for  registration  or
qualification  in any state or that an exemption for such sale will be available
or be able to be obtained.

Net Operating Losses; Expectation of Future Losses

    The Company has generated cumulative operating losses in the past and  there
can be no assurance that the Company will become  profitable in the future.  The
continuing  development  and  commercialization  of the Company's  products will
require substantial  expenditures.  There can be no assurance that the Company's
products  will ever gain  commercial  acceptance  or that the Company  will ever
generate significant revenues or achieve profitability.

     The Company is currently spending  approximately  $400,000 per month on the
development  of its  products and its  administrative  structure  and  currently
generates monthly cash flow of approximately  $100,000 from leasing services and
the sales and rental of its products.  The prospective  cash flows from sales of
the interactive,  multimedia  computerized  management  business system for long
term health care providers (the "Vision System") through the Company's marketing
agreement with National Purchasing  Corporation,  a California corporation doing
business as HPSI (the "HPSI  Agreement"),  and prospective cash flows from sales
of the  interactive,  multimedia  computerized  management  business  system for
physicians  offices (the  "Focus  System") and  cash  flows  from the  Company's
subsidiary's   leasing   activities  are  the  Company's   material  sources  of
operational cash flow. The Company addresses its capital needs through financing
negotiated  by Neptune  Technology  Leasing  Corp.  (formerly  named The Neptune
Group, Inc.) ("Neptune"),  a Michigan corporation and wholly owned subsidiary of
the Company, and its own financial reserves.  The Company can give no assurances
that it will have sufficient  working capital to maintain its operations for the
next twelve months.

Period of Transition

     The Company is  experiencing  a period of transition as it emerges from its
status as a development  stage  company.  The  transition  has placed,  and will
continue  to  place,  a  significant  strain  on the  Company's  resources.  The
likelihood  of  success  of the  Company  must be  considered  in  light  of the
expenses,  difficulties and delays frequently encountered in connection with the
continuing development of a new business. If the Company is unable to manage the
transition out of the development  stage,  the Company's  business,  competitive
position,  results of operations and financial  condition will be materially and
adversely affected.

                                       6
In April 1996 the Company completed a restructuring involving the merger of
Resource  Finance Group,  Ltd., a Colorado  corporation and the Company's parent
corporation  ("RFG"),  with and into  the  Company  and the  merger  of  Digital
Sciences,  Inc.,  a Nevada  corporation  ("Old  DSI"),  with  and  into  Digital
Sciences,   Inc.,  a   wholly-owned   subsidiary  of  the  Company  ("New  DSI")
(collectively,  the  "Mergers"),  and the  entire  board  of  directors  and the
management has changed. See "Certain Recent Developments." The Company's ability
to manage growth  successfully  will require the personnel of RFG and Old DSI to
work  together   effectively  and  will  require  the  Company  to  improve  its
operational,  management  and  financial  systems  and  controls.  Prior  to the
consummation  of the  Mergers,  Old DSI and RFG had been  operated as  separate,
independent  corporations.  While  Old DSI  and  RFG  were  engaged  in  related
businesses  and were parties to a joint  operating  agreement  pursuant to which
certain   administrative,   financial   and  other   services   were   performed
cooperatively,  there can be no assurance that management of the Company will be
able to integrate or allocate  properly the two  businesses on an economic basis
or be able to oversee and implement  successfully  the business  strategy of the
Company  after the Mergers.  If the Company is unable to manage this  transition
effectively, the Company's business,  competitive position, results of operation
and financial condition will be materially and adversely affected.

Dependence on the Vision and Focus Systems; Uncertainty of Market Acceptance

     The Vision  System and Focus System are  currently  the  Company's  primary
products.  The Company has only sold the Vision System and Focus System products
in  limited  quantities  and  there  can  be no  assurance  that  the  Company's
continuing efforts will be successful or that the Vision System, Focus System or
any other product  developed by the Company will be effective,  capable of being
manufactured  at  commercial  quantities at acceptable  costs,  or  successfully
marketed.  The Company  expects that the Vision  System and Focus  System,  when
fully  commercialized,  will account for the majority of the Company's  earnings
for the foreseeable future. Because the Vision System and Focus System currently
represent  the  Company's  main product  focus,  if the Vision  System and Focus
System are not  successful,  the  Company's  business,  financial  condition and
results of operation would be materially and adversely affected.

Dependence on Collaborative Relationships

     The  Company is reliant on other  companies  for the  marketing,  sales and
installation  of the Vision System.  There can be no assurances that the Company
will be able to oversee and implement  successfully the business strategy of the
Company.

     The Company has minimal direct sales or marketing  capability.  The Company
will rely on its internal  sales team for the  marketing  and sales of the Focus
System.  The  Company  will rely on HPSI for  sales of the  Vision  System.  See
"Certain Recent  Developments."  The failure or inability of HPSI to perform its
obligations under the HPSI Agreement or to effectively sell or market the Vision
System  would have a material  adverse  effect on the  Company.  If the  Company
determines to broaden its business to provide the Vision System or other systems
to users other than HPSI's clients,  the Company will be required to develop the
capabilities  to  commercialize  and market its  technologies  itself or will be
dependent  on others to do so.  Should the Company  elect to  commercialize  and
market its  technologies  itself,  the Company would need to develop  additional
resources.  There can be no assurance  that it will be  successful in developing
these  capabilities.  Also,  should  the  Company  elect  to  obtain  additional
collaborative   partners  to  assist  in   commercializing   and  marketing  its
technologies  and the  resultant  products,  there can be no assurance  that the
Company will be successful in reaching satisfactory arrangements with such third
parties.

     The  Company's  ability to install and maintain the Vision System and Focus
System is limited.  The Company has entered  into  certain  agreements  with IBM
Corporation  (collectively,  the "IBM Agreement") pursuant to which IBM installs
and   services  the  Vision   System.   The  failure  or  inability  of  IBM  to
satisfactorily  perform its obligations under the IBM Agreement or to adequately
install and service the Vision  System would have a material  adverse  effect on
the Company.

                                       7
Risk of Product Defects

     Software  products  as complex as those  offered by the Company may contain
defects or failures  when  introduced  or when new  versions are  released.  The
Company may discover software defects in the Vision System,  Focus System or its
other  products  and may  experience  delays or lost  revenues  to correct  such
defects in the future.  There can be no assurance  that  despite  testing by the
Company,   errors  will  not  be  found  in  new  products  released  after  the
commencement  of  commercial  shipment,  resulting  in loss of  market  share or
failure to achieve market acceptance.  Any such occurrence could have a material
adverse  effect upon the  Company's  business,  operating  results or  financial
condition.

Products in Development

     The markets for the  Company's  existing and future  computer  software and
hardware  products are  characterized by rapidly changing  technology,  evolving
industry  standards,  frequent new product  introductions and enhancements.  The
successful development and commercialization of new products involve many risks,
including  the  identification  of new  product  opportunities,  the  successful
completion  of  the  development  process,  and  the  retention  and  hiring  of
appropriate  research and development  personnel.  The  introduction of products
embodying new  technologies  and the emergence of new industry  standards  could
render the Company's  existing products and products currently under development
obsolete  and  unmarketable.  The  Company's  future  success  will  depend upon
successfully  developing and distributing the Focus System and the Vision System
in  connection  with the HPSI  Agreement,  and  thereafter  upon its  ability to
enhance  the Vision  System and Focus  System and to develop and  introduce  new
products  that keep pace with  technological  developments,  respond to evolving
end-user requirements and achieve market acceptance.  Any failure by the Company
to anticipate or respond  adequately to  technological  developments or end-user
requirements,  or any significant delays in product development or introduction,
could result in a loss of competitiveness or revenues. There can be no assurance
that products or technologies  developed by others will not render the Company's
products or technologies noncompetitive or obsolete or that the Company will not
experience  significant delays in introducing new products in the future,  which
could have a material adverse effect on the Company's results of operations.  In
addition, there can be no assurance the Company will be successful in developing
and marketing new products or product enhancements on a timely basis or that new
products or product  enhancements  developed by the Company will achieve  market
acceptance.

     In addition,  the life cycle of the  Company's  products  are  difficult to
predict due to the effect of new product  introductions or product  enhancements
by the Company or its competitors, market acceptance of new or enhanced versions
of the Company's products and competition in the Company's marketplace. Declines
in the  demand  for the Vision  System or Focus  System,  whether as a result of
competition,  technological change, price reductions or otherwise,  could have a
material  adverse  effect  on the  Company's  business,  operating  results  and
financial condition.

Limited Production Capabilities

     The Company currently  integrates various components into the Vision System
and Focus System in limited  quantities in Draper,  Utah.  However,  the Company
does not have  experience  in  producing  the Vision  System and Focus System in
commercial  quantities.  The Company may  encounter  difficulties  in scaling up
production  of the  Vision  System  and Focus  System to meet  customer  demand,
including problems involving  production yields,  quality control and assurance,
components  supply  and  shortages  of  qualified  personnel.  There  can  be no
assurance that the Company will not encounter manufacturing difficulties,  which
could have a material  adverse  effect on the  Company's  business and financial
condition  and  results  of  operation.  Should  the  Company  elect  to  obtain
additional  collaborative  partners to assist in  producing  Vision  Systems and
Focus  Systems in  commercial  quantities,  there can be no  assurance  that the
Company  will be  successful  in reaching  satisfactory  arrangements  with such
parties.

                                       8
Commercial/Consumer Acceptance of PICK Operating System

     The Company's Screenware software,  which is used for the Vision System and
Focus System,  is designed to be used on a unique  operating system called PICK.
PICK is a  multi-user,  multi-tasking  operating  system which results in a less
costly investment in hardware. In addition,  PICK's operating system is itself a
data base which results in a much faster system that is more  user-friendly than
most other  operating  systems and  eliminates  the need for  purchasing a third
party  database.  It is estimated  that nearly 80% of the Fortune 1000 companies
have PICK-based applications in their organizations.  The Company's products are
based on the PICK  operating  system.  Any  factors  that  adversely  affect the
availability  or popularity of PICK in the market would have a material  adverse
effect on the Company's  operating  system.  The Company has no control over the
factors  that  affect the  availability  or  commercial  acceptance  of the PICK
operating system.

Competition

     A large number of  companies  compete in the  computer  software  business,
including  the  portion of the  market  targeted  at  developing  and  providing
business  management  systems in which the Company will  compete.  Many of these
companies have far greater capital,  technical,  personnel,  marketing and other
resources than the Company. Furthermore, there can be no assurance that these or
other firms will not develop new or enhanced  products and software systems that
are more effective than any that have been or may be developed by the Company.

Importance of Intellectual Property

     The  Company  does not  currently  hold any  Federal  patent  or  copyright
protection  for its  principal  assets.  Management  of the Company may file for
appropriate  intellectual  property protection in the future but there can be no
assurance  that such  protection  will be granted or that it will be adequate to
deter  misappropriation of the Company's  technologies or that there will not be
independent  third party  development  of similar  technologies.  The  Company's
success and revenues will  depend,  in part, on its ability to obtain or license
patents, protect trade secrets and operate without infringing on the proprietary
rights of others.

     The Company has not in the past adhered to a disciplined  regimen  relating
to  the   execution  of   confidential   disclosure,   proprietary   rights  and
non-competition   agreements   with  its  vendors,   customers,   employees  and
consultants. Accordingly, there are significant risks that claims may be brought
against the Company in the future for  infringing on the  proprietary  rights of
others.  The  Company is not aware of any  infringement,  and no such claims are
currently pending against the Company.

     The patent and proprietary protection of software is highly competitive and
involves complex legal and factual questions. There can be no assurance that any
patents  issued to the Company will provide it with  competitive  advantages  or
will not be challenged by others,  or that the patents or proprietary  rights of
others  will not have an  adverse  effect on the  ability  of the  Company to do
business.   Furthermore,  there  can  be  no  assurance  that  others  will  not
independently develop similar products or, if patents are issued to the Company,
that  others will not design  around  such  patents or  proprietary  rights.  In
addition,  the Company  may be  required to obtain  licenses to patents or other
proprietary rights of other parties. No assurance can be given that any licenses
required under any such patents or proprietary rights would be made available on
terms acceptable to the Company,  if at all. If the Company does not obtain such
licenses,  it could encounter  delays in product market  introductions  while it
attempts to design  around  such  patents,  or could find that the  development,
manufacture or sale of products requiring such licenses could be foreclosed.  In
addition,  the  Company  could  experience  a loss of  revenues as well as incur
substantial  costs in defending  itself and  indemnifying  its partners in suits
brought against it or one or more of them on such patents or proprietary  rights
or in suits in which the Company's patents or proprietary rights may be asserted
by it against another party. Further,  there can be no assurance that any patent
obtained  or  licensed  by the  Company  will be held valid and  enforceable  if
challenged by another party.

                                       9
Dividends

     Neither the Company nor its  predecessor  has ever paid cash  dividends  on
shares of its Common Stock, and the Company does not intend to pay any dividends
in the foreseeable future. The Company intends to reinvest earnings,  if any, in
the development of its business.

Dependence on Key Employees

     The  Company's  success  will  depend,  to a  significant  extent,  on  the
Company's Chief Executive and Financial Officer,  and President,  Mark A. Babin,
New DSI's President,  Chief Executive Officer and Treasurer,  David A. Horowitz,
and New DSI's  Executive Vice  President,  Chief Science  Officer and Secretary,
Robert B. Hyte, and on other members of its senior  management.  Mr. Hyte is the
creator of the Screenware  Software which operates on the PICK operating  system
upon which New DSI's  existing  software is based,  and upon which the Company's
software is based. The Company maintains "key-man" life insurance on the life of
Mr. Hyte but does not maintain  "key-man" life insurance on the lives of Messrs.
Babin or Horowitz.  The loss of the services of Mr. Babin,  Mr.  Horowitz or Mr.
Hyte or any of its other key employees,  could have a material adverse effect on
the Company.  The  Company's  future  success will also depend  largely upon its
ability to attract and retain other highly qualified personnel.  There can be no
assurance  that the Company will be successful in attracting  and retaining such
personnel.

Possible Volatility of Stock Price

     The market price of the Company's  common stock has been  volatile.  Future
announcements concerning the Company or its competitors, quarterly variations in
operating results,  announcements of technological innovations, the introduction
of new  products  or changes in product  pricing  policies by the Company or its
competitors,  litigation  relating to  proprietary  rights or other  litigation,
changes in  earnings  estimates  by analysts  or other  factors  could cause the
market price of the Common Stock to fluctuate  substantially.  In addition,  the
stock  market  has from time to time  experienced  significant  price and volume
fluctuations  that have  particularly  affected  the market price for the common
stock of  technology  companies  and  that  have  often  been  unrelated  to the
operating performance of particular  companies.  These broad market fluctuations
may also  adversely  affect the market price of the Company's  common stock.  In
certain circumstances,  following periods of volatility in the market price of a
company's  securities,  securities class action  litigation has occurred against
the issuing  company.  There can be no assurances  that such litigation will not
occur in the future with respect to the Company. Such litigation could result in
substantial cost and divert  management's  attention and resources,  which could
have a  material  and  adverse  effect  on  the  Company's  business,  financial
condition and results of operation.

Potential Dilution

     Certain events, including the issuance of additional shares of Common Stock
upon the  exercise or  conversion  of  outstanding  options and  warrants of the
Company, could result in substantial dilution of the Common Stock. Such options,
warrants and other rights are  exercisable at per share prices ranging from $.50
to $20.00 per share and most are exercisable through the year 2000. The issuance
of 3,153,400 and 8,494,651  additional  shares of Common Stock  underlying  such
warrants and options,  respectively, and the potential "overhang" of such shares
on the  market  could  adversely  affect  the  prevailing  market  price  of the
Company's Common Stock and would substantially  dilute the ownership  percentage
of holders of Common Stock.

                                       10
SEC Investigation of Regulation S Offerings

     The  Company  is  being  investigated  by  the  staff  of  the  Commission.
Management of the Company believes that this  investigation  primarily  concerns
certain  offerings  in 1994 and  earlier  of the common  stock of the  Company's
predecessor,  RFG, to overseas investors made by RFG in reliance upon Regulation
S under the Securities Act, but may relate to other operational matters as well.
Although the management of the Company believes that the Company has not engaged
in any  wrongdoing,  there can be no  assurances  as to the  outcome of any such
investigation.

                                       11
THE COMPANY

     The Company is a holding corporation formed under the laws of Delaware. The
Company's primary operations, the development and marketing of its Vision System
and Focus System and the leasing of these  systems,  are  conducted  through its
wholly  owned  subsidiaries,  Digital  Sciences,  Inc.,  a Delaware  corporation
formerly known as DSI Acquisition Corp. ("DSI"),  and Neptune Technology Leasing
Corp.  respectively.  Both the  Company  and DSI  were  formed  in June  1995 in
connection  with the merger (the  "Merger")  of  Resource  finance  Group,  Ltd.
("RFG") and Digital Sciences,  Inc., a Nevada corporation ("Old DSI"). Under the
terms of the Merger,  which was  effective on April 1, 1996,  (i) Old DSI merged
with and into DSI, and (ii) RFG merged with and into the Company.  Also on April
1, 1996, the Company issued 7,314,636 shares of Common Stock in exchange for all
of the  outstanding  capital stock of Old DSI. These shares were registered on a
Form S-4 Registration Statement that was declared effective by the Commission in
February, 1996.

     RFG was  incorporated  in  August  1991  under  the  laws of the  State  of
Colorado.  From  inception  until April 15, 1993, RFG attempted to engage in the
business of financing  equipment for operators of South  American  mines,  which
efforts ceased April, 1993.

      On June  30,  1993,  RFG  acquired  all of the  assets  of  Digital  Video
Graphics, Inc., a Michigan corporation then doing business as ONYX Systems, Ltd.
("ONYX"),  owned by Joseph J. Walsh and James M. Keller, Jr. The assets involved
included  equipment,   inventory,  customer  relationships  and  other  business
intangibles.  The acquired  company  possessed  relationships  with  established
customers and vendors in the commodity computer hardware business.  The purchase
was financed by promissory  notes totaling $26,500 issued to the previous owners
and the assumption of the acquired  company's  liabilities  which were $315,153.
The  acquisition  was  effected,   to,  among  other  things,   leverage  ONYX's
relationships with other computer and hardware suppliers and similar networks.

      In 1993, RFG entered into a supply agreement with Crutchfield Corporation,
a large  electronics  catalogue  company,  which  called for sales of RFG's Onyx
personal computer under the Crutchfield name.  Approximately $3 million of these
sales were made during fiscal 1994,  accounting for 43% of RFG's revenues during
fiscal 1994.  Early in fiscal 1995,  RFG permitted the agreement to lapse by its
terms, due to increasing losses.

     During fiscal 1994, RFG attempted to sell its multimedia  line of computers
through the establishment of a telemarketing and customer service operation. RFG
discontinued these efforts in December, 1994. Subsequently,  RFG briefly entered
the wholesale  computer  component  business,  incurred  losses,  and ceased its
efforts later in fiscal 1994. In fiscal 1994, RFG opened a retail computer store
named  "Floppy  Joe's" in Grand  Rapids,  Michigan,  and closed the operation in
January, 1995 after experiencing losses.

     In May,  1994,  RFG entered into an  agreement  with Old DSI to acquire Old
DSI's intellectual property  ("Screenware") for 1 million shares of RFG's common
stock. Under this agreement,  RFG retained voting rights over those shares for a
two year  period.  RFG then  licensed  Screenware  to Old DSI for 99 years,  but
retained  the  right  to 30% of  all  revenues  from  projects  performed  using
Screenware  that were  arranged by RFG, and 5% of all revenues  derived from any
other use of Screenware.

     Additional  infusions of equity occurred during fiscal 1994 via a series of
private  placements.  Gross  proceeds from these  offerings were in excess of $2
million in equity capital, which had  been substantially utilized as of December
31, 1994.

     In August, 1994, RFG entered into an agreement (the "Consortium Agreement")
with Old DSI and National  Purchasing  Corporation ("NPC") that provided for the
development  and   distribution  of  computerized   business   systems  designed
specifically  for the long term health  care  industry.  Nursing  homes form the
greater part of this market segment.

     In April,  1995,  RFG agreed to  provide Old DSI with software programming,
accounting  and other  administrative  services  in return for  funding of these
services.

                                       12
In August,  1995, RFG and Old DSI entered into a Joint Operating  Agreement
pursuant  to which  RFG and Old DSI  would  cooperate  in  sharing  the costs of
certain operational matters.  Under the Joint Operating Agreement,  RFG provided
Old  DSI  with  accounting,  financial  reporting,  payroll  and  administrative
services and programmers on a subcontracted  basis and Old DSI provided RFG with
funds  adequate  to cover  the  costs of  maintaining  RFG's  corporate,  legal,
financial,  accounting  and  administrative  capabilities.  The Joint  Operating
Agreement was  terminated as of April 1, 1996,  effective the date of the merger
(the "Merger") of Old DSI with RFG's successor corporation, IDSI.

     On June 28,  1996,  IDSI  purchased  substantially  all the  assets  of The
Neptune Group, Inc. ("TNG") and those of its subsidiaries.  The assets purchased
consisted of primarily cash, accounts receivable and notes receivable, the total
value of which is approximately  $1.73 million.  IDSI issued 750,000  restricted
shares of common stock to TNG for those assets and assumed certain  liabilities,
which totaled  approximately  $0.25 million.  IDSI agreed to file a registration
statement covering the stock issued to TNG by September 30, 1996, and TNG agreed
not to sell those  shares for a period of one year after the closing date of the
transaction.

     On June 28,  1996,  IDSI  privately  placed  1,631  shares of its  Series A
Convertible  Preferred  Stock at a per share price of $1,000 for net proceeds of
$1,500,520.  The  preferred  shares are  convertible  into common shares of IDSI
after the following dates:  one-third on or after August 17, 1996, an additional
one-third  on or after  September  11, 1996 and the final  one-third on or after
October 6, 1996. These shares are convertible at 78% of the average market price
of IDSI common stock for the five days immediately  prior to conversion.  All of
the preferred shares have been converted into Common Stock. The Company formed a
wholly owned  subsidiary  which is now named  Neptune  Technology  Leasing Corp.
Neptune  Technology  Leasing Corp. owns lease agreements for its own account and
also performs lease brokering  services for large financing  companies.  Neptune
Technology  Leasing Corp.  writes leases  resulting  from  installations  of the
Vision Systems and Focus Systems.

     On October 29,  1996,  the Company  finalized  an  agreement  to retain the
services  of James N. Lane,  R. Wayne  Fritzsche  and Anthony  Kamin.  They will
advise the Company on strategic planning, licensing,  technical issues, identify
strategic   alliances/partners   and  assist  in  the  development  of  business
opportunities.  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.

     On  December  11,  1996,  the  Company  increased  the size of its Board of
Directors from five members to seven and added R. Wayne Fritzsche to fill one of
the vacancies.

     On December 30, 1996,  the Company  dismissed the auditing firm of Wilber &
Townshend,  P.C. and approved the  engagement  of Coopers & Lybrand as principal
auditor for the Company.  In connection  with the audits of the two fiscal years
ended June 30, 1995 and 1996, and the subsequent interim period through December
30,  1996,  there were no  disagreements  with Wilber &  Townshend,  P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedures,  which  disagreements  if not  resolved to their
satisfaction  would have caused them to make reference in connection  with their
opinion to the subject matter of the disagreement, and said firm has not advised
the registrant of any reportable  events.  The  accountants'  report of Wilber &
Townshend, P.C. on the consolidated financial statements of Intelligent Decision
Systems, Inc. and subsidiaries as of and for the year ended June 30, 1996 and of
Resource  Finance Group,  Ltd. and subsidiaries for the year ended June 30, 1995
did not contain  any adverse  opinion or  disclaimer  of opinion,  nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.

                              USE OF PROCEEDS

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock offered  hereby.  The Company will pay the costs of this  offering,
which are estimated to be $4,000.

                                       13
SELLING SECURITYHOLDERS

     The following table sets forth certain information as of April 1, 1997 with
respect to the  Selling  Securityholders.  The shares to be sold by the  Selling
Securityholders  represent shares of Common Stock currently owned by the Selling
Securityholders or which may be acquired by them upon exercise of the Options.

Beneficial  ownership after this offering will depend on the number of shares of
Common Stock actually sold by the Selling Securityholders.
Shares of Common Stock      Shares of       Shares of Common Stock
Name of                   Beneficially Owned Prior    Common Stock    Beneficially Owned After
Securityholder                to the Offering        Offered Hereby       the Offering(1)

                           Number      % of Class       Number         Number     Percent
Eugene Feher(2)           169,275(5)      1.2%          14,275        155,000(5)   1.1%

Jonathan Preiser(3)       216,275(5)      1.5%          14,275        202,000(5)   1.4%

Scott Preiser(4)          169,275(5)      1.5%          14,275        155,000(5)   1.1%
(1)  Assumes  that the Selling  Securityholders  dispose of all of the shares of
     Common Stock covered by this  Prospectus  and do not acquire any additional
     shares of Common Stock.

(2)  Eugene  Feher  has served as President of the Company's subsidiary, Neptune
     Technology Leasing Corp. since  June  28, 1996.  Prior  to  that  time  Mr.
     Feher was  employed  by  the Neptune  Group, Inc. (a leasing company) since
     November of 1993 and served as vice president.

(3)  Jon  Preiser  has served  as Vice  President of  the Company's  subsidiary,
     Neptune Technology Leasing Corp. since  June 28, 1996.  Prior to  that time
     Mr. Feher was employed by the Neptune Group, Inc. (a leasing company) since
     November of 1993 and served as vice president.

(4)  Scott Preiser has served  as Vice  President of  the Company's  subsidiary,
     Neptune Technology Leasing Corp. since  June 28, 1996.  Prior to that  time
     Mr. Feher was  employed  by  the  Neptune  Group, Inc. (a leasing  company)
     since November of 1993 and served as vice president.

(5)  Includes 90,000 shares of the Company's Common Stock underlying a  Warrant,
     40,000 shares of the Company's Common Stock underlying an Option and 25,000
     shares of the Company's Common Stock underlying an Option.

                                       14
DESCRIPTION OF SECURITIES

     The Company  has  authorized  30,000,000  shares of common  stock  ("Common
Stock") and 1,000,000 of preferred stock ("Preferred  Stock"). As of the date of
this Prospectus,  14,463,565  shares of Common Stock were issued and outstanding
and 1,631 shares of Preferred  Stock were issued and  cancelled  and 0 shares of
Preferred Stock remain outstanding.

     The Company's Board of Directors has the authority,  without further action
by the  shareholders,  to issue  additional  shares of Preferred Stock in one or
more  series and to fix the rights,  preferences,  privileges  and  restrictions
granted to or imposed upon any series of unissued  shares of Preferred Stock and
to fix the number of shares  constituting any series and the designation of such
series, without any further vote or action by the shareholders.  The issuance of
Preferred  Stock may have the effect of  delaying,  deferring  or  preventing  a
change in control of the Company without further action by the shareholders, may
discourage  bids for the  Company's  Common  Stock at a premium  over the market
price of the Common  Stock,  and may  adversely  affect the market  price of and
other rights of the holders of Common Stock.

     The  following  summary  of  certain  provisions  of the  Common  Stock and
Preferred  Stock does not  purport  to be  complete  and is  subject  to, and is
qualified in its entirety by, the  Certificate of  Incorporation  of the Company
and the Bylaws of the Company and by the provisions of applicable law.

Common Stock

     Holders of Common  Stock are  entitled to one vote per share on all matters
on which  shareholders are entitled to vote. Subject to the rights of holders of
any class or series of shares,  including  holders of Preferred Stock,  having a
preference over the Common Stock as to dividends or upon liquidation, holders of
Common Stock are entitled to such  dividends as may be declared by the Company's
Board of Directors out of funds lawfully  available  therefor,  and are entitled
upon  liquidation to receive pro rata the assets  available for  distribution to
shareholders.  Holders of the Common Stock have no preemptive,  subscription  or
conversion  rights.  The Common  Stock is not subject to  assessment  and has no
redemption provisions.

Options

     The Company has outstanding options to purchase a total of 8,494,651 shares
of the Company's Common Stock at exercise prices which range from $.50 to $20.00
per share.  The options have expiration dates which range from 1997 to 2002.

Warrants

     The Company  has  outstanding  warrants  to  purchase a total of  3,153,400
shares of the Company's Common Stock at exercise prices which range from $.50 to
$4.00 per share.  The warrants  have  expiration  dates which range from 1998 to
2001.

Transfer Agent and Registrar

     The  Transfer  Agent  and  Registrar  for  the  Common  Stock  is  American
Securities Transfer, Incorporated. Their address is America Securities Transfer,
Inc., P.O. Box 1596, Denver, CO 80201.

                                       15
PLAN OF DISTRIBUTION

     The  Common   Stock   offered   hereby  is  being   sold  by  the   Selling
Securityholders  acting as principal  for their own  accounts.  The Company will
receive  none of the  proceeds  from such  offering.

     The   distribution   of  the  shares  of  Common   Stock  by  the   Selling
Securityholders  is not  subject  to any  underwriting  agreement.  The  Company
expects that the Selling  Securityholders  will sell the shares  covered by this
Prospectus through customary brokerage channels,  either through  broker-dealers
acting as  principals,  who may then  resell the shares in the  over-the-counter
market,  or at private  sales or otherwise,  at market prices  prevailing at the
time  of  sale,  at  prices  related  to such  prevailing  market  prices  or at
negotiated prices. The Selling  Securityholders  may effect such transactions by
selling  shares through  broker-dealers,  and such  broker-dealers  will receive
compensation in the form of commissions from the Selling  Securityholders and/or
the  purchasers  of the  Common  Stock  for whom  they  may act as agent  (which
compensation   may  be  in  excess  of  customary   commissions).   The  Selling
Securityholders  and any  broker-dealers  that  participate  with  such  Selling
Securityholders  in the  distribution  of the  Common  Stock may be deemed to be
underwriters and any commission  received by such  broker-dealers and any profit
on resale of the Common  Stock  sold by them might be deemed to be  underwriting
discounts or commissions  under the Securities Act. All expenses of registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by any Selling
Securityholder will be borne by such Selling Securityholder.

     The Selling Securityholders are not restricted as to the price or prices at
which they may sell the  Common  Stock.  Sales of shares of the Common  Stock at
less than market  prices may depress the market  price of the  Company's  Common
Stock.  The amount of shares of Common Stock to be sold hereunder by any Selling
Securityholder,  and any other  person with whom he is acting in concert for the
purpose  of selling  securities  of the  registrant,  cannot  exceed  during any
three-month  period,  the amount  specified in Rule 144(e) under the  Securities
Act.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in a distribution of the Common Stock may not  simultaneously  engage in
market making  activities  with respect to the Common Stock for a period of nine
business days prior to the  commencement of such  distribution.  In addition and
without limiting the foregoing,  the Selling  Securityholders will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which provisions
may  limit the  timing  of  purchases  and  sales of the  shares by the  Selling
Securityholders.

     In order to comply with certain states' securities laws, if applicable, the
shares may be sold in such  jurisdiction  only  through  registered  or licensed
brokers  or  dealers.  In certain  states the shares may not be sold  unless the
shares have been  registered or qualified  for sale in such state,  or unless an
exemption from registration or qualification is available and is obtained.

                                   EXPERTS

     Certain  financial  statements of Intelligent  Decision  Systems,  Inc. are
incorporated  by reference in this Prospectus from the Company's Form 10-KSB for
the  fiscal  year  ended  June 30,  1996  which  have been  audited  by Wilber &
Townshend, P.C., independent certified public accountants, as indicated in their
report with respect thereto,  and included herein in reliance upon the authority
of said firm as experts in auditing and accounting in giving said report.

                                 LEGAL MATTERS

     The  validity of the shares  offered  under the  Registration  Statement of
which this  Prospectus  is a part will be passed upon for the Company by Snell &
Wilmer L.L.P., special counsel to the Company.

                                       16
=========================================         =============================
No dealer, sales representative or other
person has been authorized to give any
information or to make any  representation
not contained in this Prospectus and,
if given or made, such  information or                   42,825 Shares of
representations  must not be relied upon                  Common Stock
as having been authorized by the Company,
the Selling  Securityholders,  or any
other person. This Prospectus does not
constitute an offer of any securities                  INTELLIGENT DECISION
other than those to which it relates or                   SYSTEMS, INC.
an offer to sell, or a  solicitation of
an offer to buy, to any person in any
jurisdiction  where such an offer to buy,
to any person in any jurisdiction  where
such an offer or solicitation  would be
unlawful.  Neither the delivery of this
Prospectus  nor any sale made hereunder and
thereunder shall, under any circumstances,
create any implication that the information
contained  herein is correct as of any time
subsequent to the date hereof.

                                                       _________________

                                                          PROSPECTUS
                                                       _________________
           ____________

        TABLE OF CONTENTS

                                    Page

Available Information................4
Information Incorporated
  by Reference.......................4
Risk Factors.........................6
The Company..........................12
Use of Proceeds......................13
Selling Securityholders..............14
Description of Securities............15
Plan of Distribution  ...............16
Experts..............................16
Legal Matters........................16

                                                       April 9, 1997

=========================================         =============================

                                       17
PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration
Statement  of  Intelligent  Decision  Systems,   Inc.,  a  Delaware  corporation
("Company"), and in the related Section 10(a) prospectus:

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1996;

      (b)   The  Company's  Quarterly  Reports  on  Form  10-QSB  for the fiscal
            quarters ended September 30, 1996 and December 31, 1996;

      (c)   The Company's Current Reports on Form 8-K filed on November 6, 1996,
            December 20, 1996 and January 3, 1997.

      (d)   Description   of  the  Company's  Common   Stock  included  in   the
            Registration  Statement on Form  S-4 filed on  February 7, 1996, SEC
            File No. 33-93058.

     In addition,  all documents  subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration statement,  and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Officers and Directors.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Delaware  Law")  empowers a Delaware  corporation to indemnify any persons
who are, or are  threatened to be made,  parties to any  threatened,  pending or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests,  and for criminal proceedings,
had no  reasonable  cause  to  believe  his  conduct  was  illegal.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.

                                       18
In accordance with the Delaware Law, the  Certificate of  Incorporation
of the  Company  contains a provision  to limit the  personal  liability  of the
directors for violations of their fiduciary duty. This provision eliminates each
director's  liability  to the  Company  or its  respective  securityholders  for
monetary  damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section 174 of the Delaware Law  providing for liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions,  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

         Article  VIII  of the  Amended  By-Laws  of the  Company  provides  for
indemnification of directors, officers and employees as follows:

         Each Director and officer of the Corporation  now or hereafter  serving
as such shall be indemnified by the  Corporation  against any and all claims and
liabilities to which he or she has or may become subject by reason or serving or
having served as such Director or officer, or by reason of any action alleged to
have  been  taken,  omitted,  neglected  as such  Director  or  officer  and the
Corporation  shall reimburse each such person for all legal expenses  reasonably
incurred in connection  with any such claim or liability or wrong  payments made
by him or her in satisfaction  of such claim or claims,  either by compromise or
in satisfaction of judgment.  No such person shall be indemnified against, or be
reimbursed for any expense or payments incurred in connection with, any claim or
liability  established to have arisen out of his own willful misconduct or gross
negligence.

         The  right of  indemnification  hereinabove  provided  for shall not be
exclusive of any right to which any Director or officer of the  Corporation  may
otherwise be entitled by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Index located at Page 22

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "1933 Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

                                       19
provided,   however,  that  paragraphs  (i)   and  (ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       20
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Grand Rapids, Michigan, on the date below.

DATED: April 9, 1997                      INTELLIGENT DECISION SYSTEMS, INC.

                                             By  /s/  Mark A. Babin
                                               ---------------------------------
                                               Mark A. Babin, President and CEO

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

  Signature                         Title                          Date

/s/ Mark A. Babin             President, Chief Executive       April 9, 1997
---------------------         Officer, Chief Financial and
Mark A. Babin                 Accounting Officer and Director

/s/ Raymond F. Blue           Director                         April 9, 1997
---------------------
Raymond F. Blue

/s/ David A. Horowitz         Chairman of the Board            April 9, 1997
---------------------         and Director
David A. Horowitz

/s/ Robert B. Hyte            Director                         April 9, 1997
---------------------
Robert B. Hyte

/s/ James M. Keller, Jr.      Director, Secretary, and         April 9, 1997
------------------------      Treasurer
James M. Keller, Jr.

/s/ R. Wayne Fritzsche        Director                         April 9, 1997
----------------------
R. Wayne Fritzsche

                                       21
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    EXHIBITS

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

                                  EXHIBIT INDEX

     The following exhibits are included as part of this registration statement.
References  to the  "Company" in this Exhibit  Index mean  INTELLIGENT  DECISION
SYSTEMS, INC., a Delaware corporation.

 4.1     Employment Agreement - Eugene Feher................................. 23
 4.2     Employment Agreement - Jon Preiser.................................. 28
 4.3     Employment Agreement - Scott Preiser................................ 33
 4.4     Employment Contract Modification.................................... 38
 4.5     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Eugene Feher............................  40
 4.6     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Jon Preiser.............................  46
 4.7     Non-Statutory Stock Option Agreement Dated March 7, 1997
         between the Registrant and Scott Preiser...........................  52
 5.1     Opinion of Snell & Wilmer L.L.P., counsel to registrant............. 58
 23.1    Consent of Wilber & Townshend, P.C., independent accountants........ 60
 23.2    Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)

                                       22