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

                                 FORM 10-QSB/A-2

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

                      For the quarter ended March 31, 1999


             ( ) 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 April 30, 1999: 7,014,443

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                                  EQUITEX, INC.
                                      INDEX


                                                                        PAGE
                                                                        ----
PART II.

Item 2.  Changes in Securities                                           1

         Signatures                                                      4

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PART II.  OTHER INFORMATION


Item 2.   Changes in Securities

          On January 4, 1999, the Company issued 900 shares of its Series A
          Preferred Stock (the "Series A Shares") to The Shaar Fund, Ltd, for
          aggregate consideration of $900,000. The Series A Shares are
          convertible without the payment of additional consideration at any
          time, and from time to time at a conversion price per share of common
          stock equal to 65% of the then market price of the common stock. The
          Company also issued to the purchasers of the Series A Shares, warrants
          to acquire up to 90,000 shares of the Company's common stock at an
          exercise price of $8.205 per share (the "Series A Warrants"). The
          Company did not receive any additional consideration for the issuance
          of the Series A Warrants. The Series A Warrants expire on January 4,
          2002.. The Company relied upon the exemptions from registration
          provided by Sections 4(6) or 4(2) of the Securities Act and Rule 506
          promulgated thereunder based upon (i) representations provided by The
          Shaar Fund, Ltd, that it is an accredited or sophisticated investor
          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) the Shaar Fund represented to the Company that it was
          acquiring the securities for its own account and not with a view
          towards further distribution; (iv) the Series A Shares and Warrants
          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
          Series A Shares and Warrants 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.

          On January 12, 1999, the Company issued 600 shares of its Series B
          Preferred Stock (the "Series B Shares") to Taurus Enterprises,
          Thundercloud Corporation, World Capital Funding, LLC, Tabacalera Ltd.,
          Joseph Sloves, and Augustine Fund, LP, for aggregate consideration of
          $600,000. The Series B Shares are convertible without the payment of
          additional consideration at any time, and from time to time at a
          conversion price per share of common stock equal to 65% of the then
          market price of the common stock. The Company also issued to the
          purchasers of the Series B Shares, warrants to acquire up to 50,000
          shares of the Company's common stock at an exercise price of $10.00
          per share and warrants to acquire up to 50,000 shares of the Company's
          common stock at an exercise price of $8.895 per share (the "Series B
          Warrants"). The Company did not receive any additional consideration
          for the issuance of the Series B Warrants. The Series B Warrants
          expire on January 12, 2002. The Company relied upon the exemptions
          from registration provided by Sections 4(6) or 4(2) of the Securities
          Act and Rule 506 promulgated thereunder based upon (i) representations
          from each of the purchasers of the Series B Shares and Warrants that
          they are 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) the
          purchasers of the Series B Shares and Warrants represented to the
          Company that they were acquiring the securities for their own account
          and not with a view towards further distribution; (iv) the Series B
          Shares and Warrants were "restricted

                                       1
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          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 Series B Shares and Warrants
          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.

          On February 4, 1999, the Company issued 600 shares of its Series C
          Preferred Stock (the "Series C Shares") to The Shaar Fund, Ltd, for
          aggregate consideration of $600,000. The Series C Shares are
          convertible without the payment of additional consideration at any
          time, and from time to time at a conversion price per share of common
          stock equal to 65% of the then market price of the common stock. The
          Company also issued to the purchaser of the Series C Shares, warrants
          to acquire up to 60,000 shares of the Company's common stock at an
          exercise price of $11.73 per share (the "Series C Warrants"). The
          Company did not receive any additional consideration for the issuance
          of the Series C Warrants. The Series C Warrants expire on February 4,
          2002.. The Company relied upon the exemptions from registration
          provided by Sections 4(6) or 4(2) of the Securities Act and Rule 506
          promulgated thereunder based upon (iii) the Shaar Fund represented to
          the Company that it was acquiring the securities for its own account
          and not with a view towards further distribution; (iv) the Series C
          Shares and Warrants 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 Series A Shares and Warrants 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.

          On December 1, 1998, the Company issued 20,000 shares of its common
          stock to World Capital Funding, LLC ("World Capital"), in
          consideration for consulting services provided to the Company in
          connection with the sales of the Series A, Series B and Series C
          Shares discussed above. World Capital did not act as an underwriter or
          placement agent for the Company. The Company valued the services
          performed by World Capital at $200,000. The Company relied upon the
          exemptions from registration provided by Sections 4(6) or 4(2) of the
          Securities Act and Rule 506 promulgated thereunder based upon (i)
          representations from World Capital that it is an accredited or
          sophisticated investor with experience in investing in securities such
          that it 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) World Capital represented to the Company
          that it was acquiring the securities for its own account and not with
          a view towards further distribution; (iv) the warrants 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
          common stock regarding the restricted nature of these securities; and
          (vi) prior to completion of the transaction, World Capital was
          informed in writing of the restricted nature of the securities,
          provided with all information regarding the Company as required under
          Rule 502 of

                                       2
<PAGE>

          Regulation D and were given the opportunity to ask questions of and
          receive additional information from the Company regarding its
          financial condition and operations.

          On February 15, 1999, the Company issued 48,688 shares of common stock
          to Jeffrey I. Werbalowsky, a note holder, in exchange of the remaining
          principal balance, any accrued but unpaid interest, and any other
          right, title or interest in, to or concerning the promissory note
          dated September 15, 1998. The aggregate value of consideration
          received by the Company for the debt conversion was $158,236. 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 the purchaser of the
          common stock that he was an accredited or sophisticated investor 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)
          Mr. Werbalowsky represented to the Company that he was acquiring the
          securities for his own account 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 purchaser of the common stock was 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.

          On March 11, 1999, the Company completed a private placement of an
          aggregate of 330,312 shares of common stock to 15 accredited
          investors. The aggregate consideration received was $1,073,514. 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.

                                       3
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                                   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 14, 2001




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