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

                                   FORM 10-QSB/A

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


                       For the quarter ended June 30, 1999


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

               For the transition period from _________to_________

                           Commission File No. 0-12374

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


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


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


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


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


Number of shares of common stock outstanding at August 6, 1999: 7,140,293

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                                  EQUITEX, INC.
                                      INDEX


 .                                                                       PAGE
                                                                        ----
PART II. OTHER INFORMATION

Item 5.  Market for Registrant's Common Equity
           and Related Stockholder Matters                               1

         Signatures                                                      2


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PART II.        OTHER INFORMATION

Item 2.         Changes in Securities

     On April 8, 1999 the  Registrant  issued 145,788 shares of its common stock
     in  exchange  for 900  shares  of the  registrant's  Series  A  Convertible
     Preferred  Stock to an accredited  investor.  The Registrant  relied on the
     exemptions from  registration  provided by Sections 4(2) and/or 4(6) of the
     Securities Act of 1933, as amended (the "Act") and/or Rule 506  promulgated
     thereunder.

     On April 8, 1999 the Registrant issued 77,941 shares of its common stock in
     exchange for 600 shares of the Registrant's Series B Convertible  Preferred
     Stock to a group of  accredited  investors.  The  Registrant  relied on the
     exemptions from  registration  provided by Sections 4(2) and/or 4(6) of the
     Act and/or Rule 506 promulgated thereunder.

     On April 8, 1999 the Registrant issued 96,799 shares of its common stock in
     exchange for 600 shares of the Registrant's Series C Convertible  Preferred
     Stock to an accredited  investor.  The Registrant  relied on the exemptions
     from  registration  provided by Sections 4(2) and/or 4(6) of the Act and/or
     Rule 506 promulgated thereunder.

     On April 19, 1999 the  Registrant  issued 50,000 shares of its common stock
     in exchange for warrants to purchase  common stock at $3.75 per share to an
     accredited   investor.   The  Registrant  relied  on  the  exemptions  from
     registration  provided by Sections  4(2) and/or 4(6) of the Act and/or Rule
     506 promulgated thereunder.

     On April 19, 1999 the  Registrant  issued 40,000 shares of its common stock
     in exchange  for 40,000  warrants to  purchase  common  stock at $8.895 per
     share to an accredited  investor.  The Registrant  relied on the exemptions
     from  registration  provided by Sections 4(2) and/or 4(6) of the Act and/or
     Rule 506 promulgated thereunder.

     On April 23, 1999 the  Registrant  issued 90,000 shares of its common stock
     in exchange  for 90,000  warrants to  purchase  common  stock at $8.205 per
     share to an accredited  investor.  The Registrant  relied on the exemptions
     from  registration  provided by Sections 4(2) and/or 4(6) of the Act and/or
     Rule 506 promulgated thereunder.

     On April 23, 1999 the  Registrant  issued 20,000 shares of its common stock
     in exchange for 20,000 warrants to purchase common stock at $7.25 per share
     to an accredited  investor.  The Registrant  relied on the exemptions  from
     registration  provided by Sections  4(2) and/or 4(6) of the Act and/or Rule
     506 promulgated thereunder.

     On April 27, 1999 the  Registrant  issued 60,000 shares of its common stock
     in exchange  for 60,000  warrants to  purchase  common  stock at $11.73 per
     share to an accredited  investor.  The Registrant  relied on the exemptions
     from  registration  provided by Sections 4(2) and/or 4(6) of the Act and/or
     Rule 506 promulgated thereunder.

     On May 6, 1999 the  Registrant  issued 20,000 shares of its common stock in
     exchange for 20,000 warrants to purchase common stock at $7.25 per share to
     an  accredited  investor.  The  Registrant  relied on the  exemptions  from
     registration  provided by Sections  4(2) and/or 4(6) of the Act and/or Rule
     506 promulgated thereunder.

     On May 19, 1999 the Registrant  issued 22,500 shares of its common stock in
     exchange for 22,500 warrants to purchase common stock at $7.25 per share to
     an  accredited  investor.  The  Registrant  relied on the  exemptions  from
     registration  provided by Sections  4(2) and/or 4(6) of the Act and/or Rule
     506 promulgated thereunder.

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                                   SIGNATURES


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



                                       EQUITEX, INC.

                                       (Registrant)



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


Date: December 21, 2000

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