UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                      For the quarter ended MARCH 31, 1997

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _________to_________

                           Commission File No. 0-12374

                                  EQUITEX, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                              84-0905189
-------------------------------                              -------------------
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)


7315 East Peakview Avenue
Englewood, Colorado                                                        80111
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip code)

                                 (303) 796-8940
               ---------------------------------------------------
               (Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.   Yes |X|    No | |

Number of shares of common stock outstanding at May 12, 1997: 3,191,115

<PAGE>

                                  EQUITEX, INC.


Part 1.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

     The accompanying interim unaudited condensed financial statements have been
prepared in accordance  with the  instructions to Form 10-QSB and do not include
all the  information  and footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  (consisting of normal recurring  adjustments)  considered necessary
for a fair presentation have been included,  and the disclosures are adequate to
make the information  presented not misleading.  Operating results for the three
months ended March 31, 1997 are not  necessarily  indicative of the results that
may be expected for the year ended December 31, 1997. These statements should be
read in conjunction with the financial  statements and notes thereto included in
the Annual 10-KSB Report (filed with the Securities and Exchange Commission) for
the year ended December 31, 1996.

                                       F-1

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities


<TABLE>
<CAPTION>
                                                        MAR. 31,      DEC. 31,
                                                          1997          1996
                                                      (Unaudited)
ASSETS
<S>                                                   <C>           <C>
Investments, at fair value:

 Securities (cost of $3,682,405 and
   $3,767,309 in 1997 and 1996, respectively) ....    $ 9,745,603   $10,138,562
 Notes receivable, net of allowance
   for uncollectible accounts of $100 ............          1,100        20,250
 Accrued interest receivable, net of
   allowance for uncollectible interest of $35 ...          1,767         1,902
 Trade receivables, net of allowance
   for uncollectible accounts of $2,943 ..........         38,285        39,623
                                                      -----------   -----------
                                                        9,786,755    10,200,337

Cash .............................................         40,108        53,795

Accounts receivable - brokers ....................            774         4,766

Income taxes refundable ..........................        166,609       166,609

Furniture and equipment, net of
   accumulated depreciation of $109,267
   and $106,362 in 1997 and 1996, respectively ...         35,816        38,720

Other ............................................         13,008        13,776
                                                      -----------   -----------
                                                      $10,043,070   $10,478,003
                                                      ===========   ===========
</TABLE>

                                                                     (Continued)

                                       F-2

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities


<TABLE>
<CAPTION>
                                                        MAR. 31,      DEC. 31,
                                                          1997          1996
                                                      (Unaudited)
LIABILITIES AND NET ASSETS
<S>                                                   <C>           <C>
Liabilities
   Accounts payable and other
     accrued liabilities .........................    $    78,402   $    55,441
   Accounts payable to brokers ...................        748,800       739,023
   Accrued bonus to officer ......................        223,429       148,106
   Deferred income taxes .........................      2,214,460     2,274,650
                                                      -----------   -----------
                                                        3,265,091     3,217,220


Net Assets
   Preferred stock, par value $.01;
     2,000,000 shares authorized; no
     shares issued
   Common stock, par value $.02;
     7,500,000 shares authorized;
     3,224,465 shares issued;
     3,191,115 shares outstanding ................         64,489        64,489
   Additional paid-in capital ....................      4,447,175     4,447,175

   Retained earnings
     Accumulated deficit prior to
       becoming a BDC ............................       (118,874)     (118,874)
     Accumulated net investment loss .............    (12,298,839)  (12,025,669)
     Accumulated net realized gains from
       sales and permanent write-downs
       of investments ............................     11,099,514    11,121,234
     Unrealized net gains on investments
       (net of deferred income taxes of
       $2,364,647 and $2,484,788 in 1997
       and 1996, respectively) ...................      3,698,551     3,886,465
   Less: treasury stock at cost
       (33,350 shares) ...........................       (114,037)     (114,037)
                                                      -----------   -----------
                                                        6,777,979     7,260,783
                                                      -----------   -----------
                                                      $10,043,070   $10,478,003
                                                      ===========   ===========
</TABLE>

                                       F-3

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                 March 31, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          NUMBER            COST
                                            OF             AND/OR         FAIR
COMPANY                                SHARES OWNED        EQUITY         VALUE
-------                                ------------        ------         -----
<S>                                    <C>              <C>           <C>
AFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
   METHOD OF VALUATION (c)(e)

IntraNet Solutions, Inc. (formerly
  MacGregor Sports & Fitness, Inc.)
  Document management services,
    web-based internet software,
    electronic document management
    and demand printing .............      645,085      $ 1,417,610   $ 2,429,949

RDM Sports Group (formerly
  Roadmaster Industries, Inc.)
  Manufacturer of fitness
  equipment and juvenile products ...    5,107,037        1,145,423     6,324,991

OTHER - PUBLIC MARKET METHOD
  OF VALUATION

RDM Sports Group                       8% Convertible
  Manufacturer of fitness              Subordinated
  equipment and juvenile products ...  Debentures           150,682       129,500
                                                        -----------   -----------

   Sub-Total
   AFFILIATED COMPANIES .............                     2,713,715     8,884,440
                                                        -----------   -----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION

Diametrics Medical
  Medical equipment .................       10,000           76,883        30,625
Cambridge Holdings
  Real estate - commercial ..........       87,209           34,000        32,703
IVI Publishing
  Publishing technology .............       30,000          171,258        82,500
Meditech Pharmaceuticals, Inc.
  Antiviral products ................      500,000           40,000        10,000
Racotek
  Medical technology ................       50,000          317,387       156,250
Audio King
  Consumer electronics ..............       12,000           31,543        18,750
</TABLE>

                                                                     (Continued)

                                       F-4

<PAGE>



                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                 March 31, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          NUMBER            COST
                                            OF             AND/OR         FAIR
COMPANY                                SHARES OWNED        EQUITY         VALUE
-------                                ------------        ------         -----
<S>                                    <C>              <C>           <C>
UNAFFILIATED COMPANIES (CONTINUED)
COMMON STOCKS - PUBLIC MARKET
   METHOD OF VALUATION

Frontier Airlines
  Commercial air carrier ............       10,000           92,520        31,250
Las Vegas Discount Golf
  and Tennis
  Sporting goods retailer ...........       30,000           31,600        26,250

COMMON STOCKS - PRIVATE MARKET
  METHOD OF VALUATION (a)(e)

All Systems Go
  Software development ..............       20,000(b)        25,000        25,000
NevStar Gaming Corporation             10,000 Series
  Gaming development ................  A preferred           38,500        38,500
Ocean Power Technology
  Alternative energy
  research and development ..........       35,714(b)        40,000        89,285
                                           100,000             --         250,000
Gain, Inc.
  Male vascular devices .............       20,000(b)        50,000        50,000
Juice Island
  Health food stores ................       10,000(b)        20,000        20,000

WARRANTS (f)(e)
Nationsmart
  Consumer services .................       10,000             --              50
Juice Island
  Health food stores ................        2,500             --            --
                                       -----------      -----------   -----------

  Sub-total
  UNAFFILIATED COMPANIES ............                       968,690       861,163
                                                        -----------   -----------

  Total
  ALL COMPANIES .....................                   $ 3,682,405   $ 9,745,603
                                                        ===========   ===========
</TABLE>

                                                                     (Continued)

                                       F-5

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                 March 31, 1997
                                   (Unaudited)


RESTRICTIONS AS TO RESALE

(a)  Non-public  company  whose  securities  are privately  owned.  The Board of
Directors  determines fair value in good faith using cost information,  but also
taking into  consideration  the impact of such  factors as  available  financial
information  of the  investee,  the nature and duration of any  restrictions  on
resale,  and other  factors  which  influence  the market in which a security is
purchased and sold.

(b) May be sold under the  provisions of Rule 144 of the  Securities Act of 1933
after an initial holding period expires.

(c) Since the  Company is a greater  than five  percent  shareholder,  it may be
affected  by a sales  limitation  of one percent of the  investee's  outstanding
common stock during any three-month period.

(e) Since certain of these  securities  have certain  restrictions as to resale,
the Board of Directors  determines  fair value in good faith using public market
information,  but also taking into  consideration  the impact of such factors as
available  financial  information  of the  investee,  the nature and duration of
restrictions on the disposition of securities, and other factors which influence
the market in which a security is purchased and sold.

(f)  Valued at higher of cost or fair  market  value of  underlying  stock  less
exercise price, subject to valuation  adjustments as determined in good faith by
the Board of Directors,  taking into consideration the impact of such factors as
available financial information of the investee,  the nature and duration of any
restrictions on resale,  and other factors which influence the market in which a
security is purchased and sold.

                                       F-6

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                December 31, 1996


<TABLE>
<CAPTION>
                                          NUMBER            COST
                                            OF             AND/OR         FAIR
COMPANY                                SHARES OWNED        EQUITY         VALUE
-------                                ------------        ------         -----
<S>                                    <C>              <C>           <C>
AFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
   METHOD OF VALUATION (c)(e)

IntraNet Solutions, Inc. (formerly
  MacGregor Sports & Fitness, Inc.)
  Document management services,
    web-based internet software,
    electronic document management
    and demand printing .............      645,085      $ 1,417,610   $ 3,193,171

RDM Sports Group (formerly
  Roadmaster Industries, Inc.)
  Manufacturer of fitness
  equipment and juvenile products ...    5,142,037        1,149,559     5,789,367

OTHER - PUBLIC MARKET METHOD
  OF VALUATION

RDM Sports Group                       8% Convertible
  Manufacturer of fitness              Subordinated
  equipment and juvenile products ...  Debentures           150,682       130,375
                                                        -----------   -----------

   Sub-Total
   AFFILIATED COMPANIES .............                     2,717,851     9,112,913
                                                        -----------   -----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION

Diametrics Medical
  Medical equipment .................       10,000           76,883        42,500
Cambridge Holdings
  Real estate - commercial ..........       87,209           34,000        54,506
IVI Publishing
  Publishing technology .............       30,000          171,258        93,750
Meditech Pharmaceuticals, Inc.
  Antiviral products ................      500,000           40,000        13,750
Meteor Industries
  Petroleum distributor .............        5,120           19,502        25,920
Racotek
  Medical technology ................       50,000          317,387       212,500
Audio King
  Consumer electronics ..............       12,000           31,543        13,500
</TABLE>

                                                                     (Continued)

                                       F-7

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                December 31, 1996


<TABLE>
<CAPTION>
                                          NUMBER            COST
                                            OF             AND/OR         FAIR
COMPANY                                SHARES OWNED        EQUITY         VALUE
-------                                ------------        ------         -----
<S>                                    <C>              <C>           <C>
UNAFFILIATED COMPANIES (CONTINUED)
COMMON STOCKS - PUBLIC MARKET
   METHOD OF VALUATION

Frontier Airlines
  Commercial air carrier ............       10,000           92,520        32,500
LaMan Corporation
  Manufacturer - decontamination
  devices ...........................       29,400           61,265        36,750
Las Vegas Discount Golf
  and Tennis
  Sporting goods retailer ...........       30,000           31,600        27,188

COMMON STOCKS - PRIVATE MARKET
  METHOD OF VALUATION (a)(e)

All Systems Go
  Software development ..............       20,000(b)        25,000        25,000
NevStar Gaming Corporation             10,000 Series
  Gaming development ................  A preferred           38,500        38,500
Ocean Power Technology
  Alternative energy
  research and development ..........       35,714(b)        40,000        89,285
                                           100,000             --         250,000
Gain, Inc.
  Male vascular devices .............       20,000(b)        50,000        50,000
Juice Island
  Health food stores ................       10,000(b)        20,000        20,000

WARRANTS (f)(e)

Juice Island
  Health food stores ................        2,500             --            --
                                       -----------      -----------   -----------

  Sub-total
  UNAFFILIATED COMPANIES ............                     1,049,458     1,025,649
                                                        -----------   -----------

  Total
  ALL COMPANIES .....................                   $ 3,767,309   $10,138,562
                                                        ===========   ===========
</TABLE>

                                                                     (Continued)

                                       F-8

<PAGE>



                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                December 31, 1996


RESTRICTIONS AS TO RESALE

(a)  Non-public  company  whose  securities  are privately  owned.  The Board of
Directors  determines fair value in good faith using cost information,  but also
taking into  consideration  the impact of such  factors as  available  financial
information  of the  investee,  the nature and duration of any  restrictions  on
resale,  and other  factors  which  influence  the market in which a security is
purchased and sold.

(b) May be sold under the  provisions of Rule 144 of the  Securities Act of 1933
after an initial holding period expires.

(c) Since the  Company is a greater  than five  percent  shareholder,  it may be
affected  by a sales  limitation  of one percent of the  investee's  outstanding
common stock during any three-month period.

(e) Since certain of these  securities  have certain  restrictions as to resale,
the Board of Directors  determines  fair value in good faith using public market
information,  but also taking into  consideration  the impact of such factors as
available  financial  information  of the  investee,  the nature and duration of
restrictions on the disposition of securities, and other factors which influence
the market in which a security is purchased and sold.

(f)  Valued at higher of cost or fair  market  value of  underlying  stock  less
exercise price, subject to valuation  adjustments as determined in good faith by
the Board of Directors,  taking into consideration the impact of such factors as
available financial information of the investee,  the nature and duration of any
restrictions on resale,  and other factors which influence the market in which a
security is purchased and sold.

                                       F-9

<PAGE>

                                  EQUITEX, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS
                                                           ENDED MARCH 31,
                                                          1997          1996
                                                          ----          ----
<S>                                                   <C>           <C>
Revenues
   Interest and dividends ........................    $     7,590   $    32,337
   Consulting fees ...............................           --          36,000
   Administrative fees ...........................         14,123        14,107
   Miscellaneous .................................         63,655         8,656
                                                      -----------   -----------
                                                           85,368        91,100
Expenses
   Salaries and consulting fees ..................         77,763        85,445
   Officer's bonus ...............................         75,323       132,982
   Office rent ...................................          7,500         7,500
   Legal and accounting ..........................         28,396        26,105
   Employee benefits .............................         38,006        38,075
   Other general and administrative ..............         46,751        47,523
   Interest ......................................         18,297        20,532
   Bad debt expense ..............................           --          (7,304)
   Depreciation and amortization .................          2,904         2,427
                                                      -----------   -----------
                                                          294,940       353,282

Net investment loss ..............................       (209,572)     (262,182)

Net realized gain on investments and 
   net unrealized gain on investments:

   Proceeds from sales of investments ............         60,258        11,855
   Less: cost of investments .....................         81,978        13,126
                                                      -----------   -----------

Net realized (loss) on investments
   before income taxes ...........................        (21,720)       (1,271)

Net investment loss and net realized (loss)
   on investments before income taxes ............       (231,292)     (263,453)

Income tax benefit (provision) - current .........         (3,648)         --
Income tax benefit (provision) - deferred ........        (59,950)      (24,448)
                                                      -----------   -----------

Net investment loss and net realized
   (loss) on investments .........................       (294,890)     (287,901)
</TABLE>

                                                                     (Continued)

                                      F-10

<PAGE>

                                  EQUITEX, INC.
                        Statements of Operations (Page 2)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS
                                                           ENDED MARCH 31,
                                                          1997          1996
                                                          ----          ----
<S>                                                   <C>           <C>
Increase (decrease) in unrealized
   appreciation on investments ...................    $  (308,055)  $(1,167,155)

Less income tax benefit (provision)
   applicable to decrease (increase) in
   realized appreciation .........................        120,141       455,190
                                                      -----------   -----------
                                                         (187,914)     (711,965)
                                                      -----------   -----------

Net (decrease) in net assets
   resulting from operations .....................    $  (482,804)  $  (999,866)
                                                      ===========   ===========

(Decrease) in net assets per share ...............    $      (.15)  $      (.31)
                                                      ===========   ===========

Weighted average number of common shares .........      3,214,708     3,217,615
                                                      ===========   ===========
</TABLE>

                                      F-11

<PAGE>

                                  EQUITEX, INC.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS
                                                           ENDED MARCH 31,
                                                          1997          1996
                                                          ----          ----
<S>                                                   <C>           <C>
Cash flows from operating activities:
   Net change in net assets ......................    $  (482,804)  $  (999,866)
      Adjustments to reconcile net change in
      net assets to net cash provided by
      operating activities:
        Depreciation and amortization ............          2,904         2,427
        Donation of stock ........................          4,136          --
        Provision for bad debts on notes receivable          --          (7,304)
        Realized loss on sale of investments .....         21,720         1,271
        Unrealized loss on investments ...........        308,055     1,167,155
   Proceeds from sales of investments ............         60,258        11,855
   Purchase of investments .......................         (1,210)         --
   Repayment of notes receivable .................         19,150           370
   Changes in assets and liabilities:
      Decrease in interest receivable ............            135        14,599
      Decrease in other assets ...................            768           905
      (Increase) decrease in trade receivables ...          1,338        (1,060)
      (Increase) decrease in accounts
        receivable - brokers .....................          3,992        (8,834)
      Increase in accounts payable and
        other accrued liabilities ................         22,961         8,740
      Increase in accounts payable to brokers ....          9,777        13,595
      Increase in accrued bonus to officer .......         75,323        82,805
      (Decrease) in provision for deferred
        income taxes .............................        (60,190)     (430,742)
                                                      -----------   -----------

      Net cash (used) by operating
        activities ...............................        (13,687)     (144,084)

Cash flows from investing activities:
   Purchase of furniture and equipment ...........           --          (1,663)
   Increase in deposit ...........................           --             800
                                                      -----------   -----------

      Net cash (used) by investing activities ....           --            (863)
</TABLE>

                                                                     (Continued)

                                      F-12

<PAGE>

                                  EQUITEX, INC.
                        Statements of Cash Flows (Page 2)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS
                                                           ENDED MARCH 31,
                                                          1997          1996
                                                          ----          ----
<S>                                                   <C>           <C>
Cash flows from financing activities:
   Issuance of notes payable .....................    $      --     $      --
   Repayment of notes payable ....................           --            --
   Common stock issued for cash ..................           --            --
                                                      -----------   -----------

       Net cash provided by financing activities .           --            --

Increase (decrease) in cash ......................        (13,687)     (144,947)

Cash, beginning of period ........................         53,795       176,752
                                                      -----------   -----------

Cash, end of period ..............................    $    40,108   $    31,805
                                                      ===========   ===========

Supplemental disclosures of cash flow information:
       Interest paid .............................    $    18,297   $    20,532
                                                      ===========   ===========

       Interest received .........................    $     7,725   $    37,936
                                                      ===========   ===========
</TABLE>

                                      F-13

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

     LIQUIDITY AND CAPITAL  RESOURCES The Registrant's  cash position  decreased
slightly by $13,687 at March 31, 1997 as compared to a  significant  decrease of
$144,947 at March 31, 1996. During both periods the decrease was due to net cash
used by operating activities.  The decrease in cash used by operating activities
from the prior  year was  primarily  due to  increased  proceeds  from  sales of
investments.

     In connection with its investments,  the Registrant is required,  from time
to time, to make loans to its investees in order to protect its investments.  As
a result of these loans,  the Registrant  carried notes receivable of $1,100 and
$20,250 at March 31, 1997 and December 31, 1996, respectively.

     Of the  Registrant's  liabilities  of  $3,265,091  at March 31,  1997,  the
Registrant had no amounts due to banks. Of those liabilities,  68% or $2,214,460
is deferred income taxes, primarily for the Registrant's unrealized appreciation
on investments,  leaving $1,050,631 in other liabilities. This compares to total
liabilities  of  $3,217,220,  deferred  income  taxes of  $2,274,650  and  other
liabilities of $942,570 at December 31, 1996. The Registrant is not obligated to
discharge a significant  portion of its current  liabilities in the near future;
however,  the Registrant  intends to extinguish these  liabilities to make other
investments as cash flow permits.

     The  Registrant's  sources of income to defray  operating  overhead will be
derived  primarily  from  consulting  fees,  transaction  fees  gained  from the
Registrant  assisting  both  existing  and  new  investees  in  structuring  and
completing  mergers,  acquisitions  or asset-based  financing  transactions  and
administrative  fees through which the Registrant  directly apportions a certain
amount of its operating  overhead to an investee to help defray operating costs.
This  allows  some of the  income  generated  by  other  sources  to be used for
purposes other than operating overhead. The Registrant also receives income from
the sale of certain of its longer term  investments from time to time during the
year as well as through  utilizing  its cash position at any given time to trade
in the equities  markets.  During 1996 the  Registrant's  sources of income were
sufficient to cover its operating overhead and it is anticipated this trend will
continue during 1997.

     The Registrant's  liquidity is affected  primarily by the business success,
securities prices and marketability of its investee  companies and by the amount
and  timing  of any new or  incremental  investments  it makes.  The  Registrant
believes  that its present  liquidity  and  capital  resources  are  adequate to
finance  anticipated  needs arising from or relating to its business in the 1997
year due to its increased  ability to sell  portions of its investee  companies'
stock positions as  restrictions  on their ability to be sold end.  Although the
Registrant  expects  that its ability to  liquidate  portions  of its  portfolio
companies will be increased as the restrictions

                                      F-14

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued).

as to  resale  end,  the  Registrant  generally  is a  long-term  holder  of its
investments  and  therefore  does  not  necessarily   liquidate  them  upon  the
expiration of these restrictions. As the Registrant cannot forecast the types of
large-scale  sales which generated  significant  profit in previous  years,  the
Registrant  does not  typically  rely on sales of this nature for its  financing
needs.

     The Registrant's largest investee company, RDM Sports Group, Inc. (RDM), is
a  publicly  held-company  which  conducts  most  of its  business  through  its
wholly-owned  subsidiaries.  The  Registrant  owns common stock and  convertible
debentures in RDM which is one of the largest manufacturers of juvenile products
and a leading producer of fitness  equipment,  toys and team sports equipment in
the United States.  Management of the Registrant devotes significant efforts and
resources to providing managerial assistance to RDM.

     The fair value of the  Registrant's  investment in RDM comprised 67% of the
Registrant's  investment  portfolio at March 31, 1997.  The trademarks and brand
names under which RDM  currently  sells its  products  include  Flexible  Flyer,
Vitamaster,  MacGregor,  DP, Hutch, Reach and Forster.  RDM is listed on the New
York Stock  Exchange  where it is traded under the symbol  "RDM".

     For the year  ended  December  31,  1996,  RMI had  sales of  approximately
$366,683,000  with a net income of $775,000.  At December 31, 1996,  RMI's total
assets  were  $577,107,000  and its total  liabilities  were  $521,583,000  with
shareholders'  equity of $55,524,000.  RMI's  borrowings  represented 64% of its
total assets at December 31, 1996.

     As of March 31, 1997, the Registrant had made no other material commitments
for capital  expenditures or loans to investees.  The Registrant expects that it
will  continue to sell certain of its  investments  during the  remainder of the
current year. At the discretion of the Board of Directors,  the Registrant  also
may sell certain of its  investments  resulting  in a realized  loss in order to
prevent further losses from occurring.

     RESULTS OF  OPERATIONS 
     Revenues for the three months ended March 31, 1997 were $85,368 as compared
to $91,100 for the three months ended March 31, 1996.

     Overall  the  total  revenue  is  fairly  comparable.  There  is  decreased
consulting fees but an increase in  miscellaneous  income received from investee
companies which included  $65,850 in payments on notes receivable which had been
written off in prior years.  The Registrant  receives  consulting  fees on a per
transaction basis when assisting

                                      F-15

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued).

investees with acquisitions,  refinancing or restructuring. $36,000 of such fees
were received  during the first quarter 1996 under an agreement  which has since
expired. No such fees have been received in 1997.

     The realized loss on  investments  before income taxes for the three months
ended March 31,  1997 was  $(21,720)  as compared to a loss of $(1,271)  for the
same period in 1996. The Registrant's sales activity in 1996 was very minimal as
compared  to the  first  quarter  of 1997  when  investments  with a cost  basis
totaling $81,978 were sold. In addition,  the lack of sales of large portions of
the Registrant's lower cost long-term investments as described above contributed
to the higher net  investment  loss (and/or less  realized  gain on  investments
after  taxes),  and may do so in future  periods in the  absence of such  sales.
While the  restrictions  as to resale  on many of the  Registrant's  investments
continue to  diminish,  the  opportunity  for the sale of large  portions of the
investments cannot be predicted.

     Expenses  for the three  months  ended  March 31,  1997  were  $294,940  as
compared to $353,282 in 1996, a decrease of 17%. While the Registrant's expenses
decreased just slightly in most categories, officer's bonus expense decreased by
$57,659 which was mostly due to the decrease in unrealized gains.

     At March 31, 1997, the unrealized gain on investments decreased $308,055 as
compared to a decrease of  $1,167,155 at March 31, 1996.  The lower  decrease in
1997 versus 1996 is attributed  to a slight  increase in the market price of the
Registrant's  largest investee,  RDM,  occurring during the period from December
31, 1996 to March 31, 1997  whereas a decrease of  $1,734,656  occurred in RMI's
market  value in the first  quarter of 1996.  As there is no way to predict  the
future value of the Registrant's  investment  portfolio,  the Registrant  cannot
predict future changes in the unrealized value of its investment portfolio.  The
change in net assets resulting from operations  decreased  $482,804 in the first
quarter of 1997 as compared  to a decrease  of  $996,866  for the same period in
1996.

     With the acquisition of RMI in 1987, the Registrant began  concentrating on
investments  in  more  mature  investee  companies.  Due  to  this  change,  the
Registrant's  net asset value and cash flows have  fluctuated as a result of the
market  fluctuations  of a  few  larger  investees,  particularly  RMI.  As  the
Registrant increases the number of its investments in more mature companies, the
Registrant's  net asset value and cash flows should become less  susceptible  to
the  market  fluctuations  of fewer  investee  companies.  During the past three
years, the Registrant has been  concentrating its efforts on enhancing the value
of its existing  portfolio  companies  and  therefore has not made any major new
investments.  Until such time as more of these mature investments are added, the
Registrant will continue to be susceptible to market fluctuations.

                                      F-16

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued).

     On  December  12,  1996,  the  Registrant  announced  that it  intended  to
implement a withdrawal of its election as a Business Development Company ("BDC")
under the Investment Company Act. The Registrant's Board of Directors instructed
its  management  to prepare a detailed  plan which will  address  the  corporate
governance  issues  and  process  which  must be  followed  for  decertification
including the legal,  accounting,  securities  listing and other effects of such
withdrawal on the  Registrant.  While the  Registrant is currently  working on a
detailed withdrawal plan,  management of Registrant believes any such withdrawal
would  require  the   decertification   to  take  place  concurrently  with  the
acquisition  of an  operating  company.  As of the  filing  of the  report,  the
Registrant  has been unable to  identify a suitable  acquisition  candidate  and
continues to work on the plan for decertification.


PART II. OTHER INFORMATION

Item 1.  Legal Proceeding
         None

Item 2.  Changes in Securities
         None

Item 3.  Defaults Upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         None

Item 5.  Other Information
         None

Item 6.  Exhibits and Reports of Form 8-K

         (a)     Financial data schedule for SEC registrants

         (b)     No reports on Form 8-K were filed during the current quarter
                 covered by this report

                                      F-17

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  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.



                                  EQUITEX, INC.

                                  (Registrant)



                                  By /S/ HENRY FONG
                                     ------------------------------
                                     Henry Fong
                                     President, Treasurer and Chief
                                     Financial Officer


Date: May 13, 1997

                                      F-18