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


                                   FORM 10-Q/A


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

                    For the quarter ended September 30, 2000


             ( ) 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
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(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 14, 2000: 7,106,943

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                                  EQUITEX, INC.
                                      INDEX


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                                                                        ----
PART II.

Item 2.  Changes in Securities                                           1

         Signatures                                                      4
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                           PART II. OTHER INFORMATION

Item 2.       Changes in Securities

On September 6, 2000, the Company issued 31,250 shares of its Series F 6%
Convertible Preferred Stock (the "Series F Shares") to The Shaar Fund Ltd, as an
introduction fee for introducing the Company to Meridian Residential Group, Inc.
("Meridian"). The Shaar Fund performed no other services in connection with the
acquisition of Meridian. The Series F Shares are convertible into shares of
common stock any time and from time to time at the option of the holder until
March 7, 2004, at a conversion price of $7.00 per share. On March 7, 2004, all
remaining Series F Shares shall be automatically converted into shares of common
stock. To the extent that the holders of the Series F Shares realize proceeds
from the sale of the shares of common stock received upon conversion in an
amount that is less than conversion price, the Company has agreed to issue the
holders additional shares of our common stock having a market value equal to any
such deficiency. The Company relied upon the exemptions from registration
provided by Sections 4(6) or 4(2) of the Securities Act and Rule 506 promulgated
thereunder based upon (i) representations from the Shaar Fund that it is an
accredited or sophisticated investor with experience in investing in securities
such that it could evaluate the merits and risks related to the Company's
securities; (ii) that no general solicitation of the securities was made by the
Company; (iii) the Shaar Fund represented to the Company that it was acquiring
the securities for its own account and not with a view towards further
distribution; (iv) the Series F Shares were "restricted securities" as that term
is defined under Rule 144 promulgated under the Securities Act; (v) the Company
placed appropriate restrictive legends on the certificates representing the
securities regarding the restricted nature of these securities; and (vi) prior
to completion of the transaction, the purchasers of the Series F Shares were
informed in writing of the restricted nature of the securities, provided with
all information regarding the Company as required under Rule 502 of Regulation D
and were given the opportunity to ask questions of and receive additional
information from the Company regarding its financial condition and operations.

On September 6, 2000, the Company sold 1,300 shares of its Series G 6%
Convertible Preferred Stock (the "Series G Shares") to The Shaar Fund Ltd, for
aggregate consideration of $1,300,000. The Series G Shares are convertible
without the payment of additional consideration at any time, and from time to
time, at a conversion price per share equal to the lesser of $6.50 or 65% of the
average closing bid price of the Company's common stock. All outstanding Series
G Shares shall be automatically converted into common stock on August 31, 2003.
The Company relied upon the exemptions from registration provided by Sections
4(6) or 4(2) of the Securities Act and Rule 506 promulgated thereunder based
upon (i) representations from each of the purchasers of the Series G Shares
accredited or sophisticated investors with experience in investing in securities
such that they could evaluate the merits and risks related to the Company's
securities; (ii) that no general solicitation of the securities was made by the
Company; (iii) the Series G Shares were "restricted securities" as that term is
defined under Rule 144 promulgated under the Securities Act; (iv) the Company
placed appropriate restrictive legends on the certificates representing the
securities regarding the restricted nature of these securities; and (v) prior to
completion of the transaction, the purchasers of the Series G Shares were
provided with all information regarding the Company as required under Rule 502
of Regulation D and were

                                       1
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given the opportunity to ask questions of and receive additional information
from the Company regarding its financial condition and operations.

On September 7, 2000, the Company issued 425,000 shares of its Series F Shares
in consideration for the acquisition of all of the issued and outstanding common
stock of the Meridian Residential Group, Inc. ("Meridian"). The aggregate value
of the Series F Shares issued was $2,763,000. The Company also issued 35,000
shares of Series F Shares valued at $228,000 as additional consideration for
costs of the acquisition. The aggregate value of the Series F Shares issued was
$2,991,000. The Series F Shares are convertible into shares of common stock any
time and from time to time at the option of the holder until March 7, 2004, at a
conversion price of $7.00 per share. On March 7, 2004, all remaining Series F
Shares shall be automatically converted into shares of common stock. To the
extent that the holders of the Series F Shares realize proceeds from the sale of
the shares of common stock received upon conversion in an amount that is less
than conversion price, the Company has agreed to issue the holders additional
shares of our common stock having a market value equal to any such deficiency.
The Company relied upon the exemptions from registration provided by Sections
4(6) or 4(2) of the Securities Act and Rule 506 promulgated thereunder based
upon (i) representations from each of the Meridian shareholders that they are an
accredited or sophisticated investor with experience in investing in securities
such that they could evaluate the merits and risks related to the Company's
securities; (ii) that no general solicitation of the securities was made by the
Company; (iii) the Series F Shares were "restricted securities" as that term is
defined under Rule 144 promulgated under the Securities Act; (iv) the Company
placed appropriate restrictive legends on the certificates representing the
securities regarding the restricted nature of these securities; and (v) prior to
completion of the transaction, the shareholders of Meridian were provided with
all information regarding the Company as required under Rule 502 of Regulation D
and were given the opportunity to ask questions of and receive additional
information from the Company regarding its financial condition and operations.

On September 21, 2000, the Company issued 3,750 Series F Shares to Fred LeBaron,
an attorney, in exchange for legal services valued at $30,000. The services were
performed in connection with the acquisition of Meridian. The Series F Shares
are convertible into shares of common stock any time and from time to time at
the option of the holder until March 7, 2004, at a conversion price of $7.00 per
share. On March 7, 2004, all remaining Series F Shares shall be automatically
converted into shares of common stock. To the extent that the holders of the
Series F Shares realize proceeds from the sale of the shares of common stock
received upon conversion in an amount that is less than conversion price, the
Company has agreed to issue the holders additional shares of our common stock
having a market value equal to any such deficiency. The Company relied upon the
exemptions from registration provided by Sections 4(6) or 4(2) of the Securities
Act and Rule 506 promulgated thereunder based upon (i) representations from Mr.
LeBaron that he is an accredited or sophisticated investor with experience in
investing in securities such that he could evaluate the merits and risks related
to the Company's securities; (ii) that no general solicitation of the securities
was made by the Company; (iii) Mr. LeBaron represented to the Company that he
was acquiring the securities for his own account and not with a view towards
further distribution; (iv) the Series F Shares were "restricted securities" as
that term is defined under Rule 144 promulgated under the Securities

                                       2
<PAGE>

Act; (iv) the Company placed appropriate restrictive legends on the certificates
representing the securities regarding the restricted nature of these securities;
and (v) prior to completion of the transaction, Mr. LeBaron was informed in
writing of the restricted nature of the securities, provided with all
information regarding the Company as required under Rule 502 of Regulation D and
was given the opportunity to ask questions of and receive additional information
from the Company regarding its financial condition and operations.

                                       3
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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                       Equitex, Inc.
                                       (Registrant)



Date: May 14, 2001                     By:/s/ Henry Fong
                                          --------------------------------------
                                          Henry Fong
                                          President, Treasurer and
                                          Chief Financial Officer



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