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 September 30, 1996


             ( ) 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 November 1, 1996: 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
and nine months ended September 30, 1996 are not  necessarily  indicative of the
results  that may be  expected  for the year  ended  December  31,  1996.  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, 1995.










                                       F-1

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

<TABLE>
<CAPTION>
                                                       Sept. 30,      Dec. 31,
                                                         1996           1995
                                                         ----           ----
                                                      (Unaudited)
<S>                                                   <C>            <C>
ASSETS

Investments, at fair value:

 Securities (cost of $4,012,426 and
   $3,470,057 in 1996 and 1995, respectively) ....    $14,016,161    $18,376,939
 Notes receivable, net of allowance
   for uncollectible accounts of $10,350
   and $136,545 in 1996 and 1995, respectively ...         10,000        126,195
 Accrued interest receivable, net of
   allowance for uncollectible interest of
   $1,332 and $120,617 in 1996 and
   1995, respectively ............................             93        120,031
 Trade receivables, net of allowance
   for uncollectible accounts of $3,679
   and $7,095 in 1996 and 1995, respectively .....          9,211         19,563
                                                      -----------    -----------
                                                       14,035,465     18,642,728

Cash .............................................        433,215        176,752

Accounts receivable - brokers ....................            867            918

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

Furniture and equipment, net of
   accumulated depreciation of $101,825
   and $111,615 in 1996 and 1995, respectively ...         40,770         21,041

Prepaid expenses .................................         17,482          9,533

Other ............................................         34,002         38,877
                                                      -----------    -----------
                                                      $14,728,410    $19,056,458
                                                      ===========    ===========
</TABLE>

The accompanying notes are a part of this statement.                 (Continued)

                                       F-2

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

<TABLE>
<CAPTION>
                                                       Sept. 30,      Dec. 31,
                                                         1996           1995
                                                         ----           ----
                                                      (Unaudited)
<S>                                                   <C>            <C>
LIABILITIES AND NET ASSETS

Liabilities
   Accounts payable and other
     accrued liabilities .........................    $   162,104    $   220,628
   Accounts payable to brokers ...................        830,475        889,841
   Accrued bonus to officer ......................        353,772        530,379
   Deferred income taxes .........................      3,736,085      5,498,778
                                                      -----------    -----------
                                                        5,082,436      7,139,626

Contingency (Note 2)

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 .............    (12,057,557)   (11,439,353)
     Accumulated net realized gains from
       sales and permanent write-downs
       of investments ............................     11,318,990      9,895,044
     Unrealized net gains on investments
       (net of deferred income taxes of
       $3,897,947 and $5,813,684 in 1996
       and 1995, respectively) ...................      6,105,788      9,093,197
   Less: treasury stock at cost
       (33,350 shares and 6,850 shares
       in 1996 and 1995, respectively) ...........       (114,037)       (24,846)
                                                      -----------    -----------
                                                        9,645,974     11,916,832
                                                      -----------    -----------
                                                      $14,728,410    $19,056,458
                                                      ===========    ===========
</TABLE>

The accompanying notes are a part of this statement.

                                       F-3

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                               September 30, 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Number                      Cost
                                                                           of                       and/or                  Fair
                                                                      Shares Owned                  Equity                  Value
                                                                      ------------                  ------                  -----
<S>                                                                 <C>                          <C>                    <C> 
CONTROLLED COMPANIES
Common Stocks - Public Market
  Method of Valuation (c)(e)
-----------------------------
IntraNet Solutions, Inc. (fka:
MacGregor Sports & Fitness, Inc.) - .............................     2,394,046(c)               $   723,432            $ 4,548,737
  Inter/intranet business solutions .............................       309,782(b)(c)                624,183                588,586

AFFILIATED COMPANIES
Common Stocks - Public Market
  Method of Valuation (c)(e)
-----------------------------
Roadmaster Industries, Inc. -
  Manufacturer of Fitness Equipment
  and Toy Products ..............................................     5,105,437(c)                 1,103,702              7,466,702

Other - Public Market Method
  of Valuation
----------------------------
Roadmaster Industries, Inc. -
  Manufacturer of Fitness Equipment                                 Subordinated
  and Toy Products ..............................................   Debentures-8%                    150,682                149,625
                                                                                                 -----------            -----------

    SUB-TOTAL - CONTROLLED AND
    AFFILIATED COMPANIES ........................................                                  2,601,999             12,753,650
                                                                                                 -----------            -----------

UNAFFILIATED COMPANIES
Common Stocks - Public Market
  Method of Valuation
-----------------------------
Diametrics Medical -
  Medical Technology ............................................        10,000                       76,883                 45,000
Cambridge Holdings -
  Real Estate ...................................................        87,209                       34,000                 43,604
IVI Publishing -
  Publication Manufacturing .....................................        60,000                      398,687                183,750
Meditech Pharmaceuticals, Inc. -
  Antiviral Products ............................................       500,000                       40,000                 10,000
Meteor Industries -
  Petroleum Distributor .........................................        15,120                       68,257                 56,700
Racotek -
  Medical Technology ............................................        50,000                      317,387                281,250
Audio King -
  Consumer Electronics ..........................................        12,000                       31,543                 19,500
</TABLE>
                                                                     (Continued)

                                       F-4

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                               September 30, 1996
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Number                      Cost
                                                                           of                       and/or                  Fair
                                                                      Shares Owned                  Equity                  Value
                                                                      ------------                  ------                  -----
<S>                                                                 <C>                          <C>                    <C>
UNAFFILIATED COMPANIES (Continued)
Common Stocks - Public Market
  Method of Valuation
----------------------------------
Frontier Airlines -
  Regional Airline ..............................................        10,000                  $    92,520            $    67,500
LaMan Corporation -
  Manufacturer-Decontamination Devices ..........................         8,500 units                 55,250                 24,438
                                                                         30,250                       61,265                 43,484
Boca Raton Capital -
  Capital Formation .............................................         4,000                       11,135                  2,000
Skydoor, Inc. -
  Entertainment .................................................        50,000                       50,000                 12,500

Common Stocks - Private Market
  Method of Valuation (a)(e)
------------------------------
All Systems Go -
  Software Development ..........................................        20,000(b)                    25,000                 25,000
NevStar Gaming -
  Gaming Development ............................................        10,000(b)                    38,500                 38,500
Ocean Power Technology -
  Energy Development ............................................        35,714(b)                    40,000                 89,285
                                                                        100,000                         --                  250,000
Gain, Inc. ......................................................        20,000                       50,000                 50,000
Juice Island ....................................................             1 unit                  20,000                 20,000
                                                                                                 -----------            -----------

   SUB-TOTAL
   UNAFFILIATED COMPANIES .......................................                                  1,410,427              1,262,511
                                                                                                 -----------            -----------

   TOTAL
   ALL COMPANIES ................................................                                $ 4,012,426            $14,016,161
                                                                                                 ===========            ===========
</TABLE>

The accompanying notes are a part of this statement.                 (Continued)

                                       F-5

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                               September 30, 1996
                                   (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 two year 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 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, 1995

<TABLE>
<CAPTION>
                                                                         Number                      Cost
                                                                           of                       and/or                  Fair
Company                                                               Shares Owned                  Equity                  Value
-------                                                               ------------                  ------                  -----
<S>                                                                 <C>                          <C>                    <C>
CONTROLLED COMPANIES
Common Stocks, Units and Warrants -
  Public Market Method of Valuation (c)(e)
------------------------------------------
MacGregor Sports & Fitness, Inc. -
  Sporting Goods ................................................     1,180,566(c)               $    11,737            $ 2,479,189
                                                                        150,000(b)                   150,000                354,375
                                                                        513,480                      532,024              1,317,181
  ...............................................................        47,000 units                101,111                229,125
                                                                         
  ...............................................................        40,000 warrants              10,404                 67,500

Preferred Stock - Private Market
  Method of Valuation (e)
--------------------------------
MacGregor Sports & Fitness -
  Sporting Goods ................................................         1,000
  ...............................................................      Series C(c)                   500,000              2,100,000

AFFILIATED COMPANIES
Common Stocks - Public Market
  Method of Valuation (c)(e)
-----------------------------
Roadmaster Industries, Inc. -
  Manufacturer of Bicycles, Junior
  Wheel Goods and Fitness Equipment .............................     5,100,000(c)                 1,093,702             10,901,250
                                                                          5,437(b)                    10,000                 11,622
Other - Public Market Method
  of Valuation
----------------------------
Roadmaster Industries, Inc. -
  Manufacturer of Bicycles, Jr .................................    Sr. Subordinated
  Wheel Goods and Fitness Equip .................................   Notes-11.75%                      37,793                 34,876
  ...............................................................   Subordinated
  ...............................................................   Debentures-8%                     88,116                 84,000
                                                                                                 -----------            -----------
   SUB-TOTAL - CONTROLLED AND
   AFFILIATED COMPANIES .........................................                                  2,534,887             17,579,118
                                                                                                 -----------            -----------

UNAFFILIATED COMPANIES
Common Stocks - Public Market
  Method of Valuation
-----------------------------
Diametrics Medical -
  Medical Technology ............................................        20,000                      204,387                 97,500
Cambridge Holdings -
  Real Estate ...................................................        87,209                       34,000                 29,974
Therapy Lasers -
  Medical Products ..............................................            96                        1,217                     12
Meditech Pharmaceuticals, Inc. -
  Antiviral Products ............................................       500,000                       40,000                  5,000
Meteor Industries -
  Petroleum Distributor .........................................        15,120                       68,257                 30,240
Racotek -
  Medical Technology ............................................        10,000                       63,129                 52,500
</TABLE>

                                                                     (Continued)

                                       F-7

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                December 31, 1995


<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
----------------------------------
Audio King -
  Consumer Electronics ..........................................        25,000                  $    65,629            $    62,500
Health Tech International -
  Employee Testing Systems ......................................           100                      156,527                  3,925
LaMan Corporation -
  Manufacturer-Decontamination Devices ..........................         8,500 units                 55,250                 19,125
                                                                         28,000                       61,264                 31,500
Boca Raton Capital -
  Capital Formation .............................................         4,000                       20,135                  9,000
LaBarge, Inc. -
  Manufacturing Electronic
  Devices/Cables ................................................        10,000                       11,875                 35,000
Skydoor, Inc. -
  Entertainment .................................................        50,000(b)                    50,000                 18,750

Common Stocks - Private Market
  Method of Valuation (a)(e)
------------------------------
All Systems Go -
  Software Development ..........................................        20,000(b)                    25,000                 25,000
Mesquite Gaming -
  Gaming Development ............................................        10,000(b)                    38,500                 38,500
Ocean Power Technology -
  Energy Development ............................................        35,714(b)                    40,000                 89,285
                                                                        100,000                         --                  250,000
Warrants (f)(e)
---------------
Nations Mart -
  Mass Merchant Consumer Services ...............................        10,000                         --                       10
                                                                                                 -----------            -----------

   SUB-TOTAL
   UNAFFILIATED COMPANIES .......................................                                    935,170                797,821
                                                                                                 -----------            -----------

   TOTAL
   ALL COMPANIES ................................................                                $ 3,470,057            $18,376,939
                                                                                                 ===========            ===========
</TABLE>

The accompanying notes are a part of this statement.                 (Continued)

                                       F-8

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                December 31, 1995


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 two year 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 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                           For the nine
                                                                     months ended                            months ended
                                                                     September 30,                           September 30,
                                                                1996                1995                1996                1995
                                                                ----                ----                ----                ----
<S>                                                         <C>                 <C>                 <C>                 <C>
Revenues
   Interest and dividends ..........................        $    16,071         $     6,474         $   195,729         $    47,705
   Consulting fees .................................               --                36,000             281,500             127,826
   Administrative fees .............................             18,211              13,189              48,532              46,509
   Miscellaneous ...................................                325               1,057               9,184               8,450
   Gain on sale of fixed assets ....................              8,334                --                 8,334                --
                                                            -----------         -----------         -----------         -----------
                                                                 42,941              56,720             543,279             230,490

Expenses
   Salaries and consulting fees ....................             73,503              86,686             246,949             255,051
   Officer's bonus .................................             28,963             152,889             331,397             408,601
   Office rent .....................................              7,500               7,500              22,500              23,371
   Legal and accounting ............................              5,857               4,178              35,369              57,046
   Employee benefits ...............................             37,985              37,340             173,843             111,040
   Advertising and promotion .......................                482                 529               2,428               1,630
   Other general and administrative ................             37,142              43,860             137,034             121,796
   Interest ........................................             19,850               3,059              58,143              11,835
   Bad debt expense ................................                329               3,313              (6,534)             23,650
   Depreciation and amortization ...................              2,435               2,436               7,310               7,205
                                                            -----------         -----------         -----------         -----------
                                                                214,046             341,790           1,008,439           1,021,225

Net investment gain (loss) .........................           (171,105)           (285,070)           (465,160)           (790,735)

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

   Proceeds from sales
   of investments ..................................            145,398             108,682           2,640,926           1,265,428
   Less: cost of investments .......................             99,924             185,589           1,216,980           1,126,379
                                                            -----------         -----------         -----------         -----------

Net realized gain on investments
   before income taxes .............................             45,474             (76,907)          1,423,946             139,049

Net investment gain (loss) and
   net realized gain on investments
   before income taxes .............................           (125,631)           (361,977)            958,786            (651,686)

Income tax benefit (provision) -
   current .........................................               --               (25,845)            (93,250)            147,642
Income tax benefit (provision) -
   deferred ........................................               --                64,859            (153,044)            (35,056)
Recovery of income taxes through
   utilization of net operating
   loss carryforward ...............................               --                  --                93,250                --
                                                            -----------         -----------         -----------         -----------
</TABLE>

The accompanying notes are a part of this statement.                 (Continued)

                                      F-10

<PAGE>

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

<TABLE>
<CAPTION>
                                                                     For the three                           For the nine
                                                                     months ended                            months ended
                                                                     September 30,                           September 30,
                                                                1996                1995                1996                1995
                                                                ----                ----                ----                ----
<S>                                                         <C>                 <C>                 <C>                 <C>
Net investment gain (loss)
   and net realized gain
   on investments ..................................        $  (125,631)        $  (322,963)        $   805,742         $  (539,100)
                                                            -----------         -----------         -----------         -----------

Increase (decrease) in
   unrealized appreciation
   on investments ..................................         (5,201,623)          1,147,464          (4,903,146)         (1,725,294)

Less income tax benefit
   (provision) applicable to
   decrease (increase) in
   realized appreciation ...........................          2,028,633            (447,510)          1,915,737             572,865
                                                            -----------         -----------         -----------         -----------
                                                             (3,172,990)            699,954          (2,987,409)         (1,152,429)
                                                            -----------         -----------         -----------         -----------

Net increase (decrease) in
   net assets resulting
   from operations .................................        $(3,298,621)        $   376,991         $(2,181,667)        $(1,691,529)
                                                            ===========         ===========         ===========         ===========

Increase (decrease) in net
   assets per share ................................        $     (1.03)        $       .12         $      (.68)        $      (.53)
                                                            ===========         ===========         ===========         ===========
Weighted average number
   of common shares ................................          3,201,565           3,217,615           3,212,226           3,217,615
                                                            ===========         ===========         ===========         ===========
</TABLE>

The accompanying notes are a part of this statement.

                                      F-11

<PAGE>

                                  EQUITEX, INC.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          For the nine months
                                                          ended September 30,
                                                          1996           1995
                                                          ----           ----
<S>                                                   <C>            <C>
Cash flows from operating activities:
   Net change in net assets ......................    $(2,181,667)   $(1,691,529)
      Adjustments to reconcile net change in
      net assets to net cash provided by
      operating activities:
        Provision for bad debts on notes receivable                       10,000
        Depreciation and amortization ............          7,310          7,205
        Realized (gain) on sale of investments ...     (1,423,946)      (139,049)
        Unrealized (gain) loss on investments ....      4,903,146      1,725,294
   Proceeds from sales of investments ............      2,640,926      1,265,428
   Decrease in purchase of investments ...........     (1,759,347)      (997,512)
   Increase in notes receivable ..................        116,195        490,000
   Gain on sale of assets ........................         (8,334)
   Changes in assets and liabilities:
      (Increase) decrease in interest receivable .        119,938        (12,205)
      (Increase) decrease in other assets ........          4,875         (2,604)
      (Increase) decrease in trade receivables ...         10,351         (8,256)
      (Increase) decrease in accounts
        receivable - brokers .....................             51            661
      (Increase) in prepaid expense ..............         (7,949)          --
      (Increase) in income taxes refundable ......           --         (147,642)
      (Decrease) in accounts payable and
        other accrued liabilities ................        (58,524)        (3,310)
      (Decrease) in accounts payable to brokers ..        (59,366)          --
      Decrease in deferred revenue ...............           --          (19,826)
      Increase (decrease) in accrued bonus
        to officer ...............................       (176,607)        28,031
      Increase (decrease) in provision for
        deferred income taxes ....................     (1,762,693)      (537,808)
                                                      -----------    -----------

      Net cash provided (used) by operating
        activities ...............................        364,359        (33,122)

Cash flows from investing activities:
   Purchase of furniture and equipment ...........         (1,663)        (2,780)
   Purchase of automobile ........................        (30,542)
   Proceeds from sale of automobile ..............         13,500
                                                      -----------    -----------

      Net cash (used) by investing activities ....        (18,705)        (2,780)
</TABLE>

The accompanying notes are a part of this statement.                 (Continued)

                                      F-12

<PAGE>

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


<TABLE>
<CAPTION>
                                                          For the nine months
                                                          ended September 30,
                                                          1996           1995
                                                          ----           ----
<S>                                                   <C>            <C>
Cash flows from financing activities:
   Issuance of notes payable .....................    $      --      $   100,000
   Repayment of notes payable ....................           --          (75,000)
   Purchase of treasury stock ....................        (89,191)          --
                                                      -----------    -----------

       Net cash provided by financing activities .        (89,191)        25,000

Increase (decrease) in cash ......................        256,463        (10,902)

Cash, beginning of period ........................        176,752         18,043
                                                      -----------    -----------

Cash, end of period ..............................    $   433,215    $     7,141
                                                      ===========    ===========

Supplemental disclosures of cash flow information:
       Interest paid .............................    $    58,143    $    11,527
                                                      ===========    ===========

       Interest received .........................    $   204,729    $    20,789
                                                      ===========    ===========

       Conversion of notes receivable into
           investment in common stock ............    $   252,020    $      --
                                                      ===========    ===========
</TABLE>

The accompanying notes are a part of this statement.

                                      F-13

<PAGE>

                                  EQUITEX, INC.
                     Selected Notes to Financial Statements
                               September 30, 1996
                                   (Unaudited)


Note 1:  CONVERSION OF INVESTEE PREFERRED STOCK AND DEBT

     Pursuant to the original  agreement,  on May 1, 1996 the Company  converted
its 1,000 shares of Series C preferred stock of MacGregor Sports & Fitness, Inc.
(MacGregor)  into 1,000,000 shares of common stock. On June 30, 1996 the Company
canceled all of its notes,  interest and accounts  receivable due from MacGregor
and received in exchange  210,652  shares of common stock.  Also, as part of the
same  transaction,  the Company  received  another 99,130 shares of common stock
from MacGregor in lieu of payment of $281,500 in consulting and transaction fees
due from prior years.


Note 2:  ESCROW OF INVESTEE STOCK AND CONTINGENCY

     As required  in the amended  merger  agreement  dated July 2, 1996  between
MacGregor Sports & Fitness,  Inc. (an investee company) (MacGregor) and IntraNet
Integration  Group,  Inc.,  the  Company  delivered  597,500  of its  shares  of
Roadmaster  Industries to an escrow agent on July 30, 1996. Based on the Deposit
Indemnification  Escrow Agreement,  this stock is to be held in escrow for up to
three years to indemnify  the newly  combined  entity  against any future claims
brought forward  relative to the time period prior to the merger.  The Company's
exposure  related  to any such  prior  liabilities  of  MacGregor  is limited to
$2,000,000.

                                      F-14

<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 increased by $256,463 during the nine months
ended  September 30, 1996 as compared to a decrease of $10,902 for September 30,
1995. The increase was from cash provided by operating  activities  less $18,705
used for investing  activities and $89,191 used for financing  activities.  Cash
provided by operating  activities  was primarily due to increased  proceeds from
sales of investments.

     Of the  Registrant's  liabilities  of $5,082,436 at September 30, 1996, the
Registrant  had no amounts due to banks.  Of those  liabilities,  $3,736,085 (or
74%)  is  deferred  income  taxes,  primarily  for the  Registrant's  unrealized
appreciation  on  investments,  leaving  $1,346,351 in other  liabilities.  This
compares to total liabilities of $7,139,626, deferred income taxes of $5,498,778
and other  liabilities of $1,640,848 at December 31, 1995. 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 make
short-term investments.

     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
remainder of the 1996 year due to its increased  ability to sell portions of its
investee  companies' stock positions as restrictions on their ability to be sold
end. During 1995 the Registrant's sources of income were sufficient to cover its
operating overhead and it is anticipated this trend will continue during 1996.

     One of the  Registrant's  largest  investee  companies,  RMI, is a publicly
held-company  which  conducts  most of its  business  through  its  wholly-owned
subsidiaries.  At  September  30, 1996 the  Registrant  owned  common  stock and
convertible debentures in RMI, which is 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 RMI.

                                      F-15

<PAGE>

PART I.  FINANCIAL INFORMATION

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

     The seasonal  nature of the RMI  subsidiaries'  sales  imposes  fluctuating
demands on their cash flow,  due to the  temporary  build-up of  inventories  in
anticipation  of, and receivables  subsequent to, the peak seasonal period which
historically  has  occurred  around  November  of each  year.  In the past,  the
subsidiaries  have  relied  heavily on  revolving  loan  borrowings  for working
capital.  These loans  provided them with an immediate  and continued  source of
liquidity.

     For the six months ended June 30, 1996, RMI had net sales of  approximately
$234,000,000  and a net pre-tax  income of  approximately  $3,000,000  ($.06 per
share). This compares to 1995's first six months net sales of $348,000,000 and a
pre-tax net loss of $12,000,000  ($.24 per share). At June 30, 1996, RMI's total
assets  were  $430,000,000  and its total  liabilities  were  $375,000,000  with
shareholders'  equity of $55,000,000.  RMI's  borrowings  represented 61% of its
total  assets at June 30,  1996.  During the first  quarter of 1996 RMI sold its
camping equipment subsidiary, Nelson/Weather-Rite, Inc. to Brunswick Corporation
for cash of  $120,000,000.  RMI used  $106,000,000 of the proceeds to reduce its
outstanding revolving credit facility.

     During the third quarter of 1996, RMI announced that a definitive agreement
had been signed with the Brunswick Corporation whereby the bicycle and snow toys
division of RMI were sold for cash proceeds of approximately  $200,000,000.  The
proceeds will be used primarily to reduce outstanding indebtedness.

     Concurrent with the sale of its bicycle division, RMI negotiated a new loan
and  security   agreement  which  provides  for  borrowings   based  on  certain
inventories,  accounts receivable and capital  expenditures,  as well as funding
for RMI's structured accounts receivable subsidiary.  The Debentures,  Notes and
the loan and security  agreement  carry  restrictive  covenants  which may limit
RMI's ability to pay dividends to shareholders, including the Registrant.

     As of  September  30,  1996,  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,  resulting in
additional  realized  gains,  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 nine months  ended  September  30, 1996 were  $543,279 as
compared  to  $230,490  for the  nine  months  ended  September  30,  1995.  The
Registrant  receives consulting fees on both a monthly contract basis as well as
on  a  per  transaction  basis  when  assisting   investees  with  acquisitions,
refinancing or  restructuring.  During the second quarter of 1996 the Registrant
received  $281,500 of consulting and transaction  fees due to it since 1993 from
its largest investee, MacGregor Sports & Fitness,Inc. Up until  the end of 1995,

                                      F-16

<PAGE>

PART I.  FINANCIAL INFORMATION

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

the  Registrant  received  $144,000  in  annual  consulting  fees from RMI which
comprised the majority of the consulting fee revenue in 1995.

     There is also an increase in interest  received from investee  companies in
1996  compared  to  1995 as the  Company  received  $145,378  of  interest  from
MacGregor relative to the above mentioned fees and other items.

     Revenues  for the three  months  ended  September  30, 1996 of $42,941 were
comparable to the $56,720 for the third quarter of 1995.

     The realized  gain on  investments  before income taxes for the nine months
ended  September  30, 1996 was  $1,423,946 as compared to a gain of $139,049 for
the same period in 1995.  The  Registrant's  sales  activity  volume in 1996 was
greater  as  compared  to the  first  nine  months  of 1995.  Specifically,  the
Registrant sold 40,000 warrants, 47,000 units and 472,000 shares of MacGregor in
the  open  market  during  the  second  quarter  of 1996 at a  realized  gain of
$1,539,719.  While the  restrictions  as to  resale on many of the  Registrant's
investments  continue to diminish,  the opportunity for the additional  sales of
large portions of the investments cannot be predicted.

     The realized gain on investments  for the three months ended  September 30,
1996 of $45,474 is  substantially  higher  than the loss of $76,907 in the third
quarter of the prior year due to the same reason  cited above for the nine month
comparison.

     Expenses for the nine months ended  September  30, 1996 were  $1,008,439 as
compared  to  $1,021,225  in 1995,  a  decrease  of 1%.  While the  Registrant's
expenses decreased just slightly in most categories, employee benefits increased
by $62,803, and interest expense increased by $46,308 as a result of the Company
maintaining  margin account  balances at brokerage  firms.  These increases were
offset by decreases in officer's  bonus and legal and  accounting  expense.  The
Registrant currently believes that expenses for the remainder of the year ending
December 31, 1996 will continue at levels similar to those of 1995.

     Total  expenses of $214,046 for the three months ended  September  30, 1996
were less than the total of third quarter of 1995 of $341,790 primarily due to a
decrease in the officer's bonus.

     There was a decrease in unrealized  gains of $2,987,409  for the first nine
months of 1996 compared to a decrease of $1,152,429 for the first nine months of
1995.  The decrease  over 1995 is  attributed  the decrease of $3,415,421 in the
market  price of RMI at  September  30,  1996.  This  decrease was offset in the
second quarter 1996 by an increase in the fair market value of MacGregor  Sports
& Fitness, Inc. (MacGregor).  However,  MacGregor  had a substantial  decline of

                                      F-17

<PAGE>

PART I.  FINANCIAL INFORMATION

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

$5,571,176  in fair  market  value  after its  merger  with  IntraNet  Solutions
(IntraNet)  in the third  quarter  of 1996  which  resulted  in an  overall  net
decrease in the fair market value of  MacGregor/IntraNet  of $1,410,047  for the
nine months ended  September  30, 1996. As there is no way to predict the future
value of the  Registrant's  investments,  the  Registrant  cannot predict future
changes in the  unrealized  value of its investment  portfolio.  There was a net
decrease in net assets  resulting  from  operations of $2,181,667  for the first
three  quarters of 1996 as compared  to a decrease  of  $1,691,529  for the same
period in 1995.

     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.


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
         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)  Exhibit 27 - Financial Data Schedule (for SEC use only)

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

                                      F-18

<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: November 14, 1996





                                      F-19