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

                                  FORM 10-KSB/A-2
================================================================================
       /X/      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                For the fiscal year ended: DECEMBER 31, 1998

       / /      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d)
                OF THE  SECURITIES  EXCHANGE  ACT  OF  1934  (NO  FEE
                REQUIRED) For transition period from _____ to _____.
================================================================================

                         Commission File Number: 0-12374

                                  EQUITEX, INC.
                 (Name of small business issuer in its charter)

DELAWARE                                                              84-0905189
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

              7315 EAST PEAKVIEW AVENUE, ENGLEWOOD, COLORADO 80111
               (Address of principal executive offices)(Zip Code)

                    Issuer's telephone number: (303) 796-8940

         Securities registered under Section 12 (b) of the Exchange Act:
                                      NONE

         Securities registered under Section 12 (g) of the Exchange Act:
                          COMMON STOCK, $.02 PAR VALUE
                                (Title of Class)

--------------------------------------------------------------------------------
Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  during  the past 12 months  (or for such  shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 Days: Yes /X/ No / /

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-K
is not  contained in this form,  and will not be  contained,  to the best of the
Registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB: /X/

Issuer's revenues for its most recent fiscal year:  $447,840

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  was  $86,676,429  based on the last sale  price of the  Registrant's
common  stock on April 9, 1999,  ($17.875  per share) as  reported by the Nasdaq
Stock Market.

The issuer had 6,028,715 shares of common stock outstanding as of April 9, 1999.

Documents incorporated by reference: NONE

Transitional Small Business Disclosure Format:  Yes / /  No /X/

<PAGE>
                                  EQUITEX, INC.
                                      INDEX


                                                                        PAGE
                                                                        ----
PART II.

Item 5.  Market for Registrant's Common Equity
           and Related Stockholder Matters                               1

         Signatures                                                      2


<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


(d) Recent Sales of Unregistered Securities

     On November 20, 1997, the Registrant  commenced a private  placement  under
which  600,000  shares of its Common  Stock  were sold to a group of  accredited
investors for $0.75 per share.  No  underwriting  discounts or commissions  were
paid.  The Company  relied upon Section 4(2) of the  Securities  Act of 1933 and
Rule 506 of Regulation D promulgated under the Act.

     On March 13, 1998, the Registrant commenced a private placement under which
499,200 shares of its Common Stock were sold to a group of accredited  investors
for $1.16 per share.  No  underwriting  discounts or commissions  were paid. The
Company  relied upon Section 4(2) of the  Securities Act of 1933 and Rule 506 of
Regulation D promulgated under the Act.

         On December 31, 1998, the Company completed a private placement of an
aggregate of 371,000 shares of common stock to 11 accredited investors. The
aggregate consideration received was $1,205,750. The Company relied upon the
exemptions from registration provided by Sections 4(6) and 4(2) of the
Securities Act and Rule 506 promulgated thereunder based upon (i)
representations from all of the purchasers of the common stock that they were
accredited or sophisticated investors with experience in investing in securities
such that they could evaluate the merits and risks related to the Company's
securities; (ii) that no general solicitation of the securities was made by the
Company; (iii) representations from the purchasers of the common stock to the
Company that they were acquiring the securities for its their own accounts and
not with a view towards further distribution; (iv) the shares of common stock
were "restricted securities" as that term is defined under Rule 144 promulgated
under the Securities Act; (v) the Company placed appropriate restrictive legends
on the certificates representing the securities regarding the restricted nature
of these securities; and (vi) prior to completion of the transaction, the
purchasers of the common stock were informed in writing of the restricted nature
of the securities, provided with all information regarding the Company as
required under Rule 502 of Regulation D and were given the opportunity to ask
questions of and receive additional information from the Company regarding its
financial condition and operations.

                                       1
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: May 14, 2001                     EQUITEX, INC.
                                       (Registrant)

                                       By /S/ HENRY FONG
                                       -----------------------------------
                                       Henry Fong, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Date: May 14, 2001                     /S/ HENRY FONG
                                       -----------------------------------
                                       Henry Fong, President,
                                       Treasurer and Director
                                       (Principal Executive, Financial,
                                       and Accounting Officer)

Date: May 14, 2001                     /S/ RUSSELL L. CASEMENT
                                       -----------------------------------
                                       Russell L. Casement, Director

Date: May 14, 2001                     /S/ AARON A. GRUNFELD
                                       -----------------------------------
                                       Aaron A. Grunfeld, Director


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