U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A

           /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, 1999

          / /  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)

--------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has 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 / /

Indicate by check mark 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/

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  was  $51,466,792  based on the last sale  price of the  Registrant's
common  stock on April 10,  2000,  ($8.25 per share) as  reported  by the Nasdaq
Stock Market.

The issuer had  7,106,943  shares of common  stock  outstanding  as of April 10,
2000.

Documents incorporated by reference: NO

<PAGE>

                                  EQUITEX, INC.
                                      INDEX


 .                                                                       PAGE
                                                                        ----
PART II.

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

         Signatures                                                      3


<PAGE>
                                     PART II

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

(d) Recent sales of unregistered securities

     On August 13, 1998 the Registrant issued 625,000 shares of its common stock
to the stockholders of First  TeleServices Corp. in consideration for all of the
issued and outstanding  common stock of First  TeleServices Corp. The Registrant
relied on the exemptions from registration provided by Sections 4(2) and/or 4(6)
of  the  Securities  Act of  1933,  as  amended  (the  "Act")  and/or  Rule  506
promulgated thereunder.

     On April 8, 1999 the  Registrant  issued 145,788 shares of its common stock
in exchange for 900 shares of the  registrant's  Series A Convertible  Preferred
Stock to an accredited  investor.  The Registrant  relied on the exemptions from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 8, 1999 the Registrant issued 77,941 shares of its common stock in
exchange for 600 shares of the Registrant's Series B Convertible Preferred Stock
to a group of accredited investors. The Registrant relied on the exemptions from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 8, 1999 the Registrant issued 96,799 shares of its common stock in
exchange for 600 shares of the Registrant's Series C Convertible Preferred Stock
to an  accredited  investor.  The  Registrant  relied  on  the  exemptions  from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 19, 1999 the  Registrant  issued 50,000 shares of its common stock
in  exchange  for  warrants to  purchase  common  stock at $3.75 per share to an
accredited  investor.  The Registrant relied on the exemptions from registration
provided  by Sections  4(2)  and/or 4(6) of the Act and/or Rule 506  promulgated
thereunder.

     On April 19, 1999 the  Registrant  issued 40,000 shares of its common stock
in exchange for 40,000  warrants to purchase common stock at $8.895 per share to
an  accredited   investor.   The  Registrant   relied  on  the  exemptions  from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 23, 1999 the  Registrant  issued 90,000 shares of its common stock
in exchange for 90,000  warrants to purchase common stock at $8.205 per share to
an  accredited   investor.   The  Registrant   relied  on  the  exemptions  from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 23, 1999 the  Registrant  issued 20,000 shares of its common stock
in exchange for 20,000  warrants to purchase  common stock at $7.25 per share to
an  accredited   investor.   The  Registrant   relied  on  the  exemptions  from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On April 27, 1999 the  Registrant  issued 60,000 shares of its common stock
in exchange for 60,000  warrants to purchase common stock at $11.73 per share to
an  accredited   investor.   The  Registrant   relied  on  the  exemptions  from
registration  provided by  Sections  4(2) and/or 4(6) of the Act and/or Rule 506
promulgated thereunder.

     On May 6, 1999 the  Registrant  issued 20,000 shares of its common stock in
exchange for 20,000  warrants to purchase  common stock at $7.25 per share to an
accredited  investor.  The Registrant relied on the exemptions from registration
provided  by Sections  4(2)  and/or 4(6) of the Act and/or Rule 506  promulgated
thereunder.

     On May 19, 1999 the Registrant  issued 22,500 shares of its common stock in
exchange for 22,500  warrants to purchase  common stock at $7.25 per share to an
accredited  investor.  The Registrant relied on the exemptions from registration
provided  by Sections  4(2)  and/or 4(6) of the Act and/or Rule 506  promulgated
thereunder.

                                       1
<PAGE>

     On July 7, 1999, the Registrant  issued 35,000 shares of it common stock in
exchange for 35,000  warrants to purchase  common stock at $5.00 per share to an
accredited  investor.  The Registrant relied on the exemptions from registration
provided  by Sections  4(2)  and/or 4(6) of the Act and/or Rule 506  promulgated
thereunder.

     On August  23,  1999,  the  Registrant  issued  250  shares of its Series E
Preferred  Stock  valued at  $2,531,000  to the  stockholders  of First  Bankers
Mortgage  Services,  Inc. ("FBMS") in consideration for the acquisition of FBMS.
Each share of Series E Convertible  Preferred  Stock  automatically  converts to
1,000  shares  of common  stock  upon (i) the  approval  of an  increase  in the
authorized  shares of common stock from  7,500,000  shares to  50,000,000 or the
subsequent  merger of the Company with or into another  company or (ii) the sale
of  substantially  all the  Registrant's  assets.  The Registrant  relied on the
exemptions  from  registration  provided by Sections 4(2) and/or 4(6) of the Act
and/or Rule 506 promulgated thereunder.

     On August 27, 1999, the  Registrant  issued 1,200 shares of its Series D 6%
Convertible  Preferred  Stock to an  accredited  investor for total  proceeds of
$1,200,000.  The Series D Preferred  Stock is  convertible at any time, and from
time to time at a conversion price per share of Common Stock equal to 65% of the
market  price of the Common Stock as reported by the Nasdaq Stock Market for the
five days immediately preceding conversion,  including interest due and payable.
The Registrant relied on the exemptions from  registration  provided by Sections
4(2) and/or 4(6) of the Act and/or Rule 506 promulgated thereunder.

                                       2
<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: December 21, 2000                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: December 21, 2000                /S/ HENRY FONG
                                       -----------------------------------
                                       Henry Fong, President,
                                       Treasurer and Director
                                       (Principal Executive, Financial,
                                       and Accounting Officer)

Date: December 21, 2000                /S/ RUSSELL L. CASEMENT
                                       -----------------------------------
                                       Russell L. Casement, Director

Date: December 21, 2000                /S/ AARON A. GRUNFELD
                                       -----------------------------------
                                       Aaron A. Grunfeld, Director


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