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 June 30, 1998


             ( ) 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 July 27, 1998: 4,290,315


<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 six months ended June 30, 1998 are not necessarily indicative of the results
that may be expected  for the year ended  December 31,  1998.  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, 1997.






                                       F-1
<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

                                                  JUNE 30,     DEC. 31,
                                                    1998         1997
                                                    ----         ----
                                                 (Unaudited)

ASSETS
Investments, at fair value:

 Securities (cost of $4,271,902 and
   $3,568,045 in 1998 and 1997, respectively)    $4,439,387   $4,165,993
 Notes receivable, net of allowance
   for uncollectible accounts of $40,293
   in 1998 and 1997, respectively ............      662,531      418,210
 Accrued interest receivable, net of
   allowance for uncollectible interest
   of $35 ....................................       15,053        5,701
 Trade receivables, net of allowance
   for uncollectible accounts of $69,445
   and $53,742 in 1998 and 1997, respectively       188,025      110,954
                                                  ---------    ---------
                                                  5,304,996    4,700,858

Cash .........................................       28,898        9,187

Accounts receivable - brokers ................       28,500       73,741

Note receivable  - director ..................       45,472         --

Notes receivable - other .....................      157,000         --

Contract deposit receivable, net of
   allowance for uncollectibility of $150,000       150,000      150,000

Income taxes refundable ......................        2,150        2,150

Furniture and equipment, net of
   accumulated depreciation of $123,107
   and $117,750 in 1998 and 1997, respectively       29,196       29,204

Deferred income tax benefit ..................       80,512       63,180

Other ........................................       10,905       10,105
                                                 ----------   ----------
                                                 $5,837,629   $5,038,425
                                                 ==========   ==========

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

                                       F-2
<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

                                                  JUNE 30,     DEC. 31,
                                                    1998         1997
                                                    ----         ----
                                                 (Unaudited)

LIABILITIES AND NET ASSETS

Liabilities
   Notes payable - related party .............   $  142,328   $  177,599
   Notes payable - others ....................      100,000      250,000
   Accounts payable and other
     accrued liabilities .....................      163,980      121,349
   Accounts payable to brokers ...............    1,053,511      650,302
   Accrued bonus to officer ..................       83,043      299,259
                                                 ----------   ----------
                                                  1,542,862    1,498,509

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; 4,323,665
     and 3,494,465 shares issued; 4,290,315
     and 3,461,115 shares outstanding in
     1998 and 1997, respectively .............       86,473       69,889
   Additional paid-in capital ................    5,454,263    4,644,275

   Retained earnings
     Accumulated deficit prior to
       becoming a BDC ........................     (118,874)    (118,874)
     Accumulated net investment loss .........   (13,863,339) (13,431,269)
     Accumulated net realized gains from
       sales and permanent write-downs
       of investments ........................   12,748,115   12,125,185
     Unrealized net gains on investments
       (net of deferred income taxes of
       $65,319 and $233,201 in 1998 and
       1997, respectively) ...................      102,166      364,747
   Less: treasury stock at cost
       (33,350 shares) .......................     (114,037)    (114,037)
                                                 ----------   ----------
                                                  4,294,767    3,539,916
                                                 ----------   ----------
                                                 $5,837,629   $5,038,425
                                                 ==========   ==========

The accompanying notes are a part of this statement.

                                       F-3
<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                  June 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             NUMBER             COST
                                               OF              AND/OR         FAIR
COMPANY                                   SHARES OWNED         EQUITY         VALUE
-------                                   ------------         ------         -----
<S>                                       <C>                <C>           <C>
CONTROLLED COMPANIES
COMMON STOCKS - PRIVATE
  MARKET METHOD OF VALUATION (a)(e)
VP Sports, Inc. .......................
  Entity formed to seek acquisitions
  in the manufacturing segment of
  the sporting goods and leisure-
  time industry .......................    2,000,000         $  250,000    $1,000,000

COMMON STOCKS - COST METHOD
  OF VALUATION
Triumph Sports Group
  Entity formed to seek acquisitions
  in the non-manufacturing licensed and
  supplemental segments of the sporting
  goods and leisure-time industry .....    1,500,000            375,000       375,000

AFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION (c)(e)
RDM Sports Group
  Manufacturer of fitness
  equipment and juvenile products .....    4,979,437          1,088,815        56,018

OTHER - PUBLIC MARKET METHOD
  OF VALUATION
RDM Sports Group                          8% Convertible
  Manufacturer of fitness                 Subordinated
  equipment and juvenile products .....   Debentures            150,682         1,750
                                                             ----------    ----------
   Sub-Total
   CONTROLLED AND AFFILIATED COMPANIES                        1,864,497     1,432,768
                                                             ----------    ----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION
IntraNet Solutions, Inc. (formerly
  MacGregor Sports & Fitness, Inc.)
  Document management services,
    web-based internet software,
    electronic document management
    and demand printing ...............      378,250          1,406,998     1,938,530
Racotek
  Medical technology ..................      200,000            814,907       550,000
NevStar Gaming Corporation
  Gaming development ..................        7,000             38,500        21,875
</TABLE>

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

                                       F-4
<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                  June 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             NUMBER             COST
                                               OF              AND/OR         FAIR
COMPANY                                   SHARES OWNED         EQUITY         VALUE
-------                                   ------------         ------         -----
<S>                                       <C>                <C>           <C>
UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION (CONTINUED)
Osage System Group, Inc.
  Network computing solutions
  provider ............................        4,000             12,000        28,000

COMMON STOCKS - PRIVATE MARKET
  METHOD OF VALUATION (a)(e)
All Systems Go
  Software development ................       20,000(b)          25,000        25,000

Ocean Power Technology
  Alternative energy
  research and development ............       35,714(b)          40,000        98,214
                                             100,000               --         275,000
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                                      2,407,405     3,006,619
                                                             ----------    ----------
  Total
  ALL COMPANIES                                              $4,271,902    $4,439,387
                                                             ==========    ==========
</TABLE>

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

                                       F-5
<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                  June 30, 1998
                                   (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 an affiliate,  it may be affected by sales limitations
     of one  percent  of the  investee's  outstanding  common  stock  during any
     three-month  period,  or four-  week  average  trading  volume  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.





The accompanying notes are a part of this statement.

                                       F-6
<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                December 31, 1997

<TABLE>
<CAPTION>
                                             NUMBER             COST
                                               OF              AND/OR         FAIR
COMPANY                                   SHARES OWNED         EQUITY         VALUE
-------                                   ------------         ------         -----
<S>                                       <C>                <C>           <C>
CONTROLLED COMPANIES
COMMON STOCKS - PRIVATE
  MARKET METHOD OF VALUATION (a)(e)
VP Sports, Inc. .......................
  Entity formed to seek-out
  acquisitions in the sports
  and health products industries ......    2,000,000         $  250,000    $1,000,000

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 ...............      473,250          1,410,776     2,498,529

RDM Sports Group (formerly
  Roadmaster Industries, Inc.)
  Manufacturer of fitness
  equipment and juvenile products .....    4,979,437          1,088,815         4,481

OTHER - PUBLIC MARKET METHOD
  OF VALUATION
RDM Sports Group                          8% Convertible
  Manufacturer of fitness                 Subordinated
  equipment and juvenile products .....   Debentures            150,682         1,750
                                                             ----------    ----------
   Sub-Total
   CONTROLLED AND AFFILIATED COMPANIES                        2,900,273     3,504,760
                                                             ----------    ----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION
IVI Publishing
  Publishing technology ...............       25,000            116,881        64,063
Racotek
  Medical technology ..................       75,000            377,391       110,156
NevStar Gaming Corporation
  Gaming development ..................        7,000             38,500        18,750
</TABLE>

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

                                       F-7
<PAGE>

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

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

All Systems Go
  Software development ................       20,000(b)          25,000        25,000

Ocean Power Technology
  Alternative energy
  research and development ............       35,714(b)          40,000        98,214
                                             100,000               --         275,000
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                                         667,772      661,233
                                                              ----------   ----------
  Total
  ALL COMPANIES .......................                       $3,568,045   $4,165,993
                                                              ==========   ==========
</TABLE>

                                                                     (Continued)

The accompanying notes are a part of this statement.

                                       F-8
<PAGE>

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



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.



The accompanying notes are a part of this statement.

                                       F-9
<PAGE>

                                  EQUITEX, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             FOR THE THREE                 FOR THE SIX
                                             MONTHS ENDED                  MONTHS ENDED
                                               JUNE 30,                      JUNE 30,
                                          1998           1997           1998           1997
                                          ----           ----           ----           ----
<S>                                   <C>            <C>            <C>            <C>
Revenues
   Interest and dividends .........   $    13,816    $    23,011    $    24,196    $    30,601
   Consulting fees ................       125,000           --          375,000           --
   Administrative fees ............         1,264         12,149          2,205         26,272
   Miscellaneous ..................          --            2,805           --           66,460
                                      -----------    -----------    -----------    -----------
                                          140,080         37,965        401,401        123,333

Expenses
   Salaries and consulting fees ...        75,153         76,107        150,306        153,870
   Officer's bonus ................        44,020         66,259         87,565        141,582
   Office rent ....................         7,499          7,500         16,188         15,000
   Legal and accounting ...........        23,156          4,164         50,789         32,560
   Employee benefits ..............        36,587         38,006        132,761         76,012
   Advertising and promotion ......         3,221          1,419          5,555          1,494
   Other general and administrative        76,749         37,742        171,194         84,418
   Interest .......................        27,181         17,646         47,505         35,943
   Bad debt expense ...............         1,970           --           15,703           --
   Depreciation and amortization ..         2,635          2,918          5,356          5,822
                                      -----------    -----------    -----------    -----------
                                          298,171        251,761        682,922        546,701

Net investment gain (loss) ........      (158,091)      (213,796)      (281,521)      (423,368)

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

   Proceeds from sales
   of investments .................       149,450           --          861,593         60,258
   Less: cost of investments ......       (18,994)          --         (238,663)       (81,978)
                                      -----------    -----------    -----------    -----------
Net realized gain (loss) on
   investments before income taxes        130,456           --          622,930        (21,720)

Net investment gain (loss) and
   net realized gain on investments
   before income taxes ............       (27,635)      (213,796)       341,409       (445,088)

Income tax benefit (provision) -
   current ........................          --          (52,659)          --          (56,307)
Income tax benefit (provision) -
   deferred .......................       (61,099)       (61,293)      (150,550)      (121,243)

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 SIX
                                             MONTHS ENDED                  MONTHS ENDED
                                               JUNE 30,                      JUNE 30,
                                          1998           1997           1998           1997
                                          ----           ----           ----           ----
<S>                                   <C>            <C>            <C>            <C>
Net investment gain (loss)
   and net realized gain
   on investments .................   $   (88,734)   $  (327,748)   $   190,859    $  (622,638)
                                      -----------    -----------    -----------    -----------

Increase (decrease) in
   unrealized appreciation
   on investments .................      (691,746)      (534,034)      (430,463)      (842,089)

Less income tax benefit
   (provision) applicable to
   decrease (increase) in
   realized appreciation ..........       269,781        208,273        167,882        328,414
                                      -----------    -----------    -----------    -----------
                                         (421,965)      (325,761)      (262,581)      (513,675)
                                      -----------    -----------    -----------    -----------
Net increase (decrease)
   in net assets resulting
   from operations ................   $  (510,699)   $  (653,509)   $   (71,722)   $(1,136,313)
                                      ===========    ===========    ===========    ===========

Increase (decrease) in net
   assets per share ...............   $      (.13)   $      (.20)   $      (.02)   $      (.35)
                                      ===========    ===========    ===========    ===========

Weighted average number
   of common shares ...............     4,016,029      3,191,115      3,789,331      3,191,115
                                      ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are a part of this statement.

                                      F-11
<PAGE>

                                  EQUITEX, INC.
                            Statements of Cash Flows
                                   (Unaudited)

                                                         FOR THE SIX MONTHS
                                                            ENDED JUNE 30,
                                                         1998           1997 
                                                         ----           ----
Cash flows from operating activities:
   Net change in net assets ......................   $   (71,722)   $(1,136,313)
      Adjustments to reconcile net change in
      net assets to net cash provided by
      operating activities:
        Depreciation and amortization ............         5,356          5,822
        Donation of stock ........................          --            4,136
        Realized (gain) loss on sale of
          investments ............................      (622,930)        21,720
        Unrealized (gain) loss on investments ....       430,463        842,089
   Proceeds from sales of investments ............       861,593         60,258
   Purchase of investments .......................      (942,520)        (1,210)
   Collection of notes receivable ................        16,083         20,250
   Issuance of notes receivable ..................      (462,876)          --
   Changes in assets and liabilities:
      (Increase) decrease in interest receivable .        (9,352)           123
      (Increase) decrease in trade receivables ...       (77,071)        (4,993)
      (Increase) decrease in accounts
        receivable - brokers .....................        45,241          3,992
      (Increase) in prepaid expense ..............          (800)        (7,868)
      Decrease in income taxes refundable ........          --           47,963
      (Increase) in deferred income tax benefit ..       (17,332)
      Increase in accounts payable and
        other accrued liabilities ................        42,631         18,737
      Increase in accounts payable to brokers ....       403,209         26,260
      Increase (decrease) in accrued bonus
        to officer ...............................      (216,216)       141,582
      Increase in income taxes payable ...........          --            4,696
      Increase (decrease) in deferred income taxes          --         (207,170)
                                                     -----------    -----------
      Net cash (used) by operating
        activities ...............................      (616,243)      (159,926)

Cash flows from investing activities:
   Purchase of furniture and equipment ...........        (5,347)          --
                                                     -----------    -----------
      Net cash (used) by investing activities ....        (5,347)          --

                                                                     (Continued)

                                      F-12
<PAGE>

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

                                                         FOR THE SIX MONTHS
                                                            ENDED JUNE 30,
                                                         1998           1997 
                                                         ----           ----
Cash flows from financing activities:
   Issuance of notes payable .....................   $   142,328    $   113,000
   Repayment of notes payable ....................      (327,599)          --
   Common stock issued for cash ..................       826,572           --
                                                     -----------    -----------
       Net cash provided (used) by
          financing activities ...................       641,301        113,000

Increase (decrease) in cash ......................        19,711        (46,926)

Cash, beginning of period ........................         9,187         53,795
                                                     -----------    -----------
Cash, end of period ..............................   $    28,898    $     6,869
                                                     ===========    ===========
Supplemental disclosures of cash flow
   information:
       Interest paid .............................   $    45,040    $    35,865
                                                     ===========    ===========
       Interest received .........................   $    14,844    $    30,724
                                                     ===========    ===========




                                      F-13
<PAGE>

                                  EQUITEX, INC.
                     Selected Notes to Financial Statements
                                  June 30, 1998
                                   (Unaudited)

NOTE 1. INVESTMENT IN TRIUMPH SPORTS

     During  the first and second  quarter of 1998,  the  Company  has  received
1,000,000  and  500,000  shares,  respectively,  of the common  stock of Triumph
Sports, a private company formed for the purpose of seeking out and acquiring an
operating entity in the non- manufacturing licensed and supplemental segments of
the sporting goods and leisure-time industry. The stock was received in exchange
for consulting services valued at $375,000.  The Company's president is also the
President and a director of Triumph Sports.

NOTE 2. RELATED PARTY TRANSACTION

     In May 1998 a  director  of the  Company  executed  a  promissory  note for
$45,472 in payment for 39,200 shares of Equitex,  Inc. common stock at $1.16 per
share purchased pursuant to the March 1998 private placement. The note is due in
December 1998 and bears interest at 8%.

NOTE 3. BONUS ARRANGEMENT WITH OFFICER

     In April 1998 the  Company's  Board of  Directors  approved a change in the
Company's bonus  arrangement  with its president as outlined in a report from an
outside consulting firm. The exact details and date of adoption of the new bonus
arrangement  must  still  be  decided.  However,  the  bonus is to be based on a
combination  of a reduced  percentage  of the Company's  assets  combined with a
percentage of the increase in the market value of the Company's common stock.

     Until the exact terms of the new bonus arrangement are decided, the Company
is accruing the officer's  bonus  quarterly  under the terms of the old existing
bonus arrangement.

NOTE 4. PRIVATE PLACEMENTS OF COMMON STOCK

     In March  1998,  the  Company's  Board of  Directors  authorized  a private
placement  offering of the Company's common stock. The Company was authorized to
sell up to  500,000  shares of its common  stock at $1.16 per  share.  As of the
close of the private placement on May 21, 1998, 499,200 shares were sold.

     On June 29, 1998 the Company's Board of Directors  authorized an additional
private  placement of the Company's  common stock.  The Company is authorized to
sell up to 300,000  shares of its common  stock at $3.25 per share.  During July
1998, 15,000 shares have been subscribed.

NOTE 5. STOCK OPTIONS

     In  June  1998  the  Board  of  Directors  granted  stock  options  to  two
independent  directors  to  purchase up to 75,000  shares each of the  Company's
common stock at $3.19 per share which was the closing stock price at the date of
grant. Such options are subject to the Company's decertification as a BDC.

     The Board  also  granted  the  following  stock  options  to  officers  and
employees of the Company:

  OPTION TYPE            TO WHOM            NO. OF SHARES         OPTION PRICE
  Incentive              Officer                31,000               $3.19
  Non-qualified          Officers              478,655               $3.19
  Non-qualified          Employees              28,800               $3.19

                                                                     (Continued)
                                      F-14
<PAGE>

                                  EQUITEX, INC.
                     Selected Notes to Financial Statements
                                  June 30, 1998
                                   (Unaudited)


NOTE 5. STOCK OPTIONS (CONTINUED)

     All of these  options  were  issued at the  closing  stock price at date of
grant, and all options expire five years from date of grant.

NOTE 6. PROPOSED DECERTIFICATION AS A BDC

     At a meeting held on April 3, 1998, the Company's  stockholders  approved a
proposal  authorizing  the  Company  to change the  nature of its  business  and
withdraw  its  election  as a  Business  Development  Company  (BDC)  under  the
Investment  Company Act of 1940. The withdrawal  will become  effective when the
Securities and Exchange  Commission  receives the Company's  official  notice of
election  of  withdrawal.  The Company  does not intend to file its  election of
withdrawal  until such time as it is relatively  certain that it will qualify as
an operating business rather than an investment company.

NOTE 7. ACQUISITION OF FIRST TELESERVICES CORPORATION (FTC)

     On June 19, 1998 the  Company's  Board of Directors  approved the letter of
intent from FTC whereby the Company  would  acquire FTC in exchange  for 625,000
shares of Equitex, Inc. common stock. FTC would become a wholly-owned subsidiary
of the Company.





                                      F-15
<PAGE>

PART I. FINANCIAL INFORMATION
Item 2. Management's  Discussion  and Analysis of Financial  Condition and
        Results of Operations.

     FORWARD-LOOKING STATEMENTS               
     The report may contain certain "forward-looking" statements as such term is
defined  in the  Private  Securities  Litigation  Reform  Act of  1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represent the  Registrant's  expectations or beliefs,  including but not limited
to, statements  concerning the Registrant's  operations,  economic  performance,
financial condition, growth and acquisition strategies,  investments, and future
operational  plans. For this purpose,  any statements  contained herein that are
not  statements  of  historical  fact  may  be  deemed  to  be   forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may", "will", "expect", "believe", "anticipate", "intent", "could", "estimate",
"might", or "continue" or the negative or other variations thereof or comparable
terminology  are  intended  to  identify   forward-looking   statements.   These
statements by their nature involve substantial risks and uncertainties,  certain
of which are beyond the  Registrant's  control,  and actual  results  may differ
materially  depending on a variety of important factors,  including  uncertainty
related  to  acquisition,  governmental  regulation,  managing  and  maintaining
growth,  the  value  of the  Registrant's  investments,  the  operations  of the
Registrant's investee companies, volatility of stock price and any other factors
discussed in this and other Registrant  filings with the Securities and Exchange
Commission.

     LIQUIDITY AND CAPITAL RESOURCES
     Of the  Registrant's  liabilities  of  $1,542,862  at June  30,  1998,  the
Registrant  had no amounts due to banks.  This compares to total  liabilities of
$1,498,509 at December 31, 1997.  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.

     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 as well as other  notes  receivable,  the  Registrant
carried notes  receivable of $662,531 and $418,210 at June 30, 1998 and December
31, 1997, respectively. The majority of the increase in notes receivable at both
of these  dates as  compared  to 1996 is the result of the  Registrant  covering
portions of expenses and start-up costs for two new investees  during the latter
part of 1997 and continuing  into 1998. As these companies  complete  mergers or
acquisitions,  or raise capital through private or public offerings, these notes
may be repaid or otherwise  extinguished  although no assurance  can be given at
this time that such repayments will take place.

     The  Registrant's  cash  position  increased by $19,711 at June 30, 1998 as
compared  to  December  31,  1997.  Net cash used by  operating  activities  was
$616,243 for 1998 as compared to $159,926  used in 1997. No one use or provision
of cash from  operating  activities  accounted for the change from 1998 to 1997.

                                                                     (Continued)
                                      F-16
<PAGE>

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

Cash flows from  investing  activities  used  $5,347 for the  purchase  of fixed
assets in 1998 compared to $0 in the first six months of 1997. The cash provided
by  financing  activities  of $641,301  in 1998 was  derived  from a sale of the
Registrant's common stock in private placement offerings.  These funds were used
to repay notes payable of $327,599. However, an additional $142,328 of new notes
were issued resulting in an overall cash provision from financing  activities of
$641,301.

     The Registrant's sources of income to defray operating overhead are derived
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,  administrative  fees through which the
Registrant  directly  apportions a certain  amount of its operating  overhead to
investees  as  warranted  to help  defray  operating  costs,  and  sales  of the
Registrant's  investments.  During  1997 and the first six  months of 1998,  the
Registrant's  sources of income were sufficient to cover its operating  overhead
and it is anticipated this trend will continue during the remainder of 1998.

     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 1998
year due to its increased  ability to sell  portions of its investee  companies'
stock positions as restrictions  on their ability to be sold end.  However,  the
Registrant  has sold and  anticipates  that it will  continue  to offer  limited
private  placements  of the  Registrant's  common stock in order to increase its
present  liquidity.  Although the Registrant's  ability to liquidate portions of
its portfolio companies have increased as the restrictions 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  generate
significant  profits,  the Registrant has not typically  relied on sales of this
large nature for its financing needs.  However,  as the Registrant expects lower
transaction and consulting fees and therefore reduced revenue during 1998, sales
of portfolio securities may be necessary for its financing needs.

     The  Registrant's  largest  investee  company is IntraNet,  a publicly held
company which provides  document  handling,  storage and retrieval  solutions to
Fortune 1000 companies  utilizing  internet and intranet  technologies.  For the
year  ended  March 31,  1998,  the latest  available  date,  IntraNet  had total
revenues of $19.4 million and net loss of $3.7 million.

     On August  29,  1997 RDM  Sports  Group,  Inc.  ("RDM")  filed  Chapter  11
bankruptcy  petitions for the company and all of its subsidiaries  with the U.S.

                                                                     (Continued)
                                      F-17
<PAGE>

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

Bankruptcy Court for the Northern District of Georgia and ceased all operations.
As part of the ongoing bankruptcy proceedings, certain of RDM's assets have been
sold to pay  creditors  and no plan of  reorganizations  has been filed to date.
Following the initiation of this  bankruptcy  proceeding,  the fair value of the
Registrant's  investment  in RDM was  substantially  reduced so that at June 30,
1998 and December 31, 1997, the Registrant had a cost basis of $1,239,497 in its
investment in RDM with fair value of $57,768 and $6,231, respectively.

     As of June 30, 1998, the Registrant had made no other material  commitments
for capital  expenditures or loans to investees.  However, the Registrant may be
required to make such  expenditures  or loans during the remainder of 1998,  the
amount of which is unknown at this time.  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.  The
Registrant  does  not  currently  anticipate  any  extraordinary  costs  will be
incurred as a result of year 2000 computer date conversions.

     RESULTS OF OPERATIONS  
     Revenues for the three and six months ended June 30, 1998 were $140,080 and
$401,401,  respectively, as compared to $37,965 and $123,333,  respectively, for
the three and six months ended June 30, 1997.  The increase in revenues for 1998
over 1997 is  primarily  the result of the  consulting  fee  revenue  recognized
relative to the Registrant's newest investee company,  Triumph Sports (Triumph).
The Registrant received stock in Triumph in exchange for consulting services. In
the first six months of 1997,  the  Registrant  received  payments of $65,850 on
notes  receivable  which had been written off in prior years.  In the past,  the
Registrant has received consulting fees on both a monthly contract basis as well
as on a per  transaction  basis  when  assisting  investees  with  acquisitions,
refinancing or restructuring,  however,  the timing,  nature and amount of these
fees cannot be predicted.  The  Registrant  expects that overall 1998  revenues,
other than the Triumph  consulting  fees,  will be similar or possibly  slightly
higher than those of 1997.

     The realized gain on investments  before income taxes for year-to-date 1998
was  $622,930 as compared to a loss of $21,720 in 1997.  Proceeds  from sales of
investments were significantly higher in 1998 than 1997. A majority of the sales
of  investments  in  1998  was  IntraNet   Solutions  common  stock.  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.  However,  the Registrant  currently has fewer positions in
its portfolio which are valued  utilizing the public market method and presently
believes there is sufficient  market  liquidity for the Registrant to conduct an
orderly sale of any position over a relatively short period of time.

     Expenses  for the first six months of 1998 were  $682,922  as  compared  to
$546,701 in the first six months of 1997, an increase of 25%.

                                                                     (Continued)
                                      F-18
<PAGE>

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

While  the  Registrant's  expenses  were  fairly  similar  in  many  categories,
significant changes were recorded in officer's bonus, bad debt expense, employee
benefits and other general and  administrative  in 1998. The officer's bonus was
significantly  lower as a result of the Registrant's  lower assets while the bad
debt  provision  increased  as a result of  additional  lending  activity  which
occurred in the latter half of 1997. Other general and  administrative  expenses
increased as a result of additional costs associated with the April shareholders
meeting and the private  placements.  The  Registrant  currently  believes  that
expenses for the remainder of the year ending December 31, 1998 will continue at
levels similar to those of 1997 should the  Registrant  continue to operate as a
BDC. Should the Registrant decertify as a BDC as set forth below, the Registrant
is unable to estimate its expenses for later in 1998.

     For  the six  months  ended  June  30,  1998,  unrealized  appreciation  of
investments  decreased  $430,463 as  compared to a decrease of $842,089  for the
comparable  period of 1997.  The smaller  decrease in 1998 was caused by some of
the unrealized  gains of IntraNet being converted to realized gains during 1998.
During the six months ended June 30, 1997, the  Registrant's  investments in RDM
and IntraNet  were  experiencing  market value  declines.  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
investments,  however,  the Registrant is encouraged by recent developments with
respect to IntraNet,  and a new investee,  VP Sports, which the Registrant added
during 1997,  and which the  Registrant  believes  will enhance its portfolio in
1998.  Overall,  the net decrease in net assets  resulting  from  operations was
$71,722  for 1998 as compared to a decrease  of  $1,136,313  for the  comparable
period of 1997.

     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 its largest
investees.  The Registrant  must increase the number of its investments in order
to  reduce  its   susceptibility   to  the  operating   performance  and  market
fluctuations  of its investee  companies  that have  occurred  over the past few
years.  During the past several years, the Registrant had been concentrating its
efforts on assisting its existing portfolio companies and therefore had not made
any  major  new  investments.  During  1997,  the  Registrant  added a major new
investee company,  VP Sports, and in the first quarter of 1998 added another new
investee,  Triumph Sports.  Until such time as more of these mature  investments
are added, the Registrant will continue to be susceptible to market fluctuations
as long as it continues to operate as a BDC.

     At  a  special  meeting  of  stockholders   held  on  April  3,  1998,  the
Registrant's  stockholders  approved a proposal  authorizing  the  Registrant to
change the nature of its  business  and withdraw its election as a BDC under the

                                                                     (Continued)
                                      F-19
<PAGE>

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

Investment  Company Act. The Registrant's  Board of Directors has adopted a plan
which began with  stockholder  approval for the Registrant to withdraw as a BDC,
with the intent of becoming an operating  company.  The  Registrant  is actively
pursuing  business  opportunities  to acquire or  otherwise  purchase an ongoing
business or, in the alternative,  target an appropriate  merger  candidate.  The
Registrant  has not  reached a level in its  discussions  which would lead it to
believe that any particular  acquisition,  purchase or merger is likely to occur
with any of the  opportunities  it has  pursued to date;  however,  based on the
types of discussions held so far, the Registrant  believes that a transaction of
this nature could be completed within six to twelve months following stockholder
approval of the proposal.  Further, the Board believes that with the flexibility
and  authority  to  withdraw  as a BDC  prior to  entering  into any  definitive
acquisition  or merger  agreement,  the  Registrant has increased its ability to
attract interested businesses which it may acquire or consider merging with.

     The  Registrant  does not intend to file its  election to withdraw as a BDC
with the Securities and Exchange  Commission until such time as it is relatively
certain  that  it  will  qualify  as an  operating  business  rather  than as an
investment  company. A voluntary election to withdraw as a BDC becomes effective
upon filing with the Securities and Exchange  Commission  unless a later date is
specified  in the  election  form.  The  Board of  Directors  has opted for this
approach because it believes that if it does not qualify as an operating company
within a short period of time after the  Registrant  withdraws its election as a
BDC, the  Registrant  could  possibly be considered an  unregistered  investment
company  which  is not in  compliance  with  the  Investment  Company  Act.  The
Registrant  will  continue  to conduct  business as a BDC until such time as the
election to withdraw becomes effective.


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)    Financial data schedule for SEC registrants
                  (b)    No reports on Form 8-K were filed during the quarter
                         covered by this report.

                                      F-20
<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: July 30, 1998