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 SEPTEMBER 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 November 13, 1998: 5,352,315

<PAGE>

                                  EQUITEX, INC.
                                      INDEX


 .                                                                       PAGE
                                                                        ----
PART II. OTHER INFORMATION

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

         Signatures                                                      2

<PAGE>


PART II.       OTHER INFORMATION

Item 2.        Changes in Securities

     On August 13, 1998 the Registrant issued 625,000 shares of its common stock
     to the stockholders of First TeleServices Corp. in consideration for all of
     the issued and  outstanding  common stock of First  TeleServices  Corp. 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 and/or Rule 506
     promulgated thereunder.


                                        1
<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: December 21, 2000


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