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, 1997


             ( ) 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 12, 1997: 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 six
months ended June 30, 1997 are not  necessarily  indicative  of the results that
may be expected for the year ended December 31, 1997. 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, 1996.

                                       F-1

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

<TABLE>
<CAPTION>
                                                        JUNE 30,       DEC. 31,
                                                          1997           1996
                                                      -----------    -----------
                                                      (Unaudited)
<S>                                                   <C>            <C>
ASSETS

Investments, at fair value:

 Securities (cost of $3,682,405 and
   $3,767,309 in 1997 and 1996, respectively) ....    $ 9,211,571    $10,138,562
 Notes receivable, net of allowance
   for uncollectible accounts of $100 ............           --           20,250
 Accrued interest receivable, net of
   allowance for uncollectible interest of $35 ...          1,779          1,902
 Trade receivables, net of allowance
   for uncollectible accounts of $2,943 ..........         44,614         39,623
                                                      -----------    -----------
                                                        9,257,964     10,200,337

Cash .............................................          6,869         53,795

Accounts receivable - brokers ....................            774          4,766

Income taxes refundable ..........................        118,646        166,609

Furniture and equipment, net of
   accumulated depreciation of $110,583
   and $106,362 in 1997 and 1996, respectively ...         32,898         38,720

Prepaid expenses .................................         21,644         13,776
                                                      -----------    -----------
                                                      $ 9,438,795    $10,478,003
                                                      ===========    ===========
</TABLE>

                                                                     (Continued)

                                       F-2

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

<TABLE>
<CAPTION>
                                                        JUNE 30,       DEC. 31,
                                                          1997           1996
                                                      -----------    -----------
                                                      (Unaudited)

<S>                                                   <C>            <C>
LIABILITIES AND NET ASSETS

Liabilities
   Notes payable to officer ......................    $   113,000    $      --
   Accounts payable and other
     accrued liabilities .........................         74,178         55,441
   Accounts payable to brokers ...................        765,283        739,023
   Accrued bonus to officer ......................        289,688        148,106
   Income taxes payable ..........................          4,696
   Deferred income taxes .........................      2,067,480      2,274,650
                                                      -----------    -----------
                                                        3,314,325      3,217,220
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 .............    (12,626,587)   (12,025,669)
     Accumulated net realized gains from
       sales and permanent write-downs
       of investments ............................     11,099,514     11,121,234
     Unrealized net gains on investments
       (net of deferred income taxes of
       $2,156,374 and $2,484,788 in 1997
       and 1996, respectively) ...................      3,372,790      3,886,465
   Less: treasury stock at cost
       (33,350 shares) ...........................       (114,037)      (114,037)
                                                      -----------    -----------
                                                        6,124,470      7,260,783
                                                      -----------    -----------
                                                      $ 9,438,795    $10,478,003
                                                      ===========    ===========
</TABLE>

                                       F-3

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                  June 30, 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  NUMBER              COST
                                                    OF               AND/OR         FAIR
COMPANY                                        SHARES OWNED          EQUITY         VALUE
-------                                        ------------          ------         -----
<S>                                         <C>                    <C>           <C>
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 .................           645,085        $1,417,610    $2,685,165

RDM Sports Group (formerly
  Roadmaster Industries, Inc.)
  Manufacturer of fitness
  equipment and juvenile products .......         5,107,037         1,145,423     5,462,493

OTHER - PUBLIC MARKET METHOD
  OF VALUATION

RDM Sports Group                             8% Convertible
  Manufacturer of fitness                      Subordinated
  equipment and juvenile products .......        Debentures           150,682       131,250
                                                                   ----------    ----------

   Sub-Total
   AFFILIATED COMPANIES .................                           2,713,715     8,278,908
                                                                   ----------    ----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION

Diametrics Medical
  Medical equipment .....................            10,000            76,883        80,000
Cambridge Holdings
  Real estate - commercial ..............            87,209            34,000        32,703
IVI Publishing
  Publishing technology .................            30,000           171,258       116,250
Meditech Pharmaceuticals, Inc.
  Antiviral products ....................           500,000            40,000        10,000
Racotek
  Medical technology ....................            50,000           317,387       112,500
Audio King
  Consumer electronics ..................            12,000            31,543        39,000
</TABLE>
                                                                     (Continued)
                                       F-4

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                  June 30, 1997
                                   (Unaudited)

<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

Frontier Airlines
  Commercial air carrier ................            10,000            92,520        39,375
Las Vegas Discount Golf
  and Tennis
  Sporting goods retailer ...............            30,000            31,600        30,000

COMMON STOCKS - PRIVATE MARKET
  METHOD OF VALUATION (a)(e)

All Systems Go
  Software development ..................            20,000(b)         25,000        25,000
NevStar Gaming Corporation                    10,000 Series
  Gaming development ....................       A preferred            38,500        38,500
Ocean Power Technology
  Alternative energy
  research and development ..............            35,714(b)         40,000        89,285
                                                    100,000              --         250,000
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 ................                             968,690       932,663
                                                                   ----------    ----------

  Total
  ALL COMPANIES .........................                          $3,682,405    $9,211,571
                                                                   ==========    ==========
</TABLE>
                                                                     (Continued)
                                       F-5

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                  June 30, 1997
                                   (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 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.

                                       F-6

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                                December 31, 1996

<TABLE>
<CAPTION>
                                                  NUMBER              COST
                                                    OF               AND/OR         FAIR
COMPANY                                        SHARES OWNED          EQUITY         VALUE
-------                                        ------------          ------         -----
<S>                                         <C>                    <C>           <C>
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 .................           645,085        $1,417,610    $3,193,171

RDM Sports Group (formerly
  Roadmaster Industries, Inc.)
  Manufacturer of fitness
  equipment and juvenile products .......         5,142,037         1,149,559     5,789,367

OTHER - PUBLIC MARKET METHOD
  OF VALUATION

RDM Sports Group                             8% Convertible
  Manufacturer of fitness                      Subordinated
  equipment and juvenile products .......        Debentures           150,682       130,375
                                                                   ----------    ----------

   Sub-Total
   AFFILIATED COMPANIES .................                           2,717,851     9,112,913
                                                                   ----------    ----------

UNAFFILIATED COMPANIES
COMMON STOCKS - PUBLIC MARKET
  METHOD OF VALUATION

Diametrics Medical
  Medical equipment .....................            10,000            76,883        42,500
Cambridge Holdings
  Real estate - commercial ..............            87,209            34,000        54,506
IVI Publishing
  Publishing technology .................            30,000           171,258        93,750
Meditech Pharmaceuticals, Inc.
  Antiviral products ....................           500,000            40,000        13,750
Meteor Industries
  Petroleum distributor .................             5,120            19,502        25,920
Racotek
  Medical technology ....................            50,000           317,387       212,500
Audio King
  Consumer electronics ..................            12,000            31,543        13,500
</TABLE>
                                                                     (Continued)
                                       F-7

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 2)
                                December 31, 1996

<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

Frontier Airlines
  Commercial air carrier ................            10,000            92,520          32,500
LaMan Corporation
  Manufacturer - decontamination
  devices ...............................            29,400            61,265          36,750
Las Vegas Discount Golf
  and Tennis
  Sporting goods retailer ...............            30,000            31,600          27,188

COMMON STOCKS - PRIVATE MARKET
  METHOD OF VALUATION (a)(e)

All Systems Go
  Software development ..................            20,000(b)         25,000          25,000
NevStar Gaming Corporation                    10,000 Series
  Gaming development ....................       A preferred            38,500          38,500
Ocean Power Technology
  Alternative energy
  research and development ..............            35,714(b)         40,000          89,285
                                                    100,000              --           250,000
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 ................                           1,049,458       1,025,649
                                                                   ----------    ------------

  Total
  ALL COMPANIES .........................                          $3,767,309    $ 10,138,562
                                                                   ==========    ============
</TABLE>
                                                                     (Continued)
                                       F-8

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                                December 31, 1996

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.

                                       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,
                                                           1997           1996           1997           1996
                                                           ----           ----           ----           ----
<S>                                                    <C>            <C>            <C>            <C>
Revenues
   Interest and dividends ..........................   $    23,011    $   156,321    $    30,601    $   188,658
   Consulting fees .................................          --          245,500           --          281,500
   Administrative fees .............................        12,149         16,214         26,272         30,321
   Miscellaneous ...................................         2,805            203         66,460          8,859
                                                       -----------    -----------    -----------    -----------
                                                            37,965        418,238        123,333        509,338

Expenses
   Salaries and consulting fees ....................        76,107         88,001        153,870        173,446
   Officer's bonus .................................        66,259        169,451        141,582        302,433
   Office rent .....................................         7,500          7,500         15,000         15,000
   Legal and accounting ............................         4,164          3,407         32,560         29,512
   Employee benefits ...............................        38,006         97,783         76,012        135,858
   Advertising and promotion .......................         1,419          1,494          1,494          1,946
   Other general and administrative ................        37,742         52,824         84,418         99,892
   Interest ........................................        17,646         17,761         35,943         38,293
   Bad debt expense ................................          --              441           --           (6,863)
   Depreciation and amortization ...................         2,918          2,449          5,822          4,876
                                                       -----------    -----------    -----------    -----------
                                                           251,761        441,111        546,701        794,393

Net investment gain (loss) .........................      (213,796)       (22,873)      (423,368)      (285,055)

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

   Proceeds from sales
   of investments ..................................          --        2,483,673         60,258      2,495,528
   Less: cost of investments .......................          --        1,103,930         81,978      1,117,056
                                                       -----------    -----------    -----------    -----------

Net realized gain (loss) on
   investments before income taxes .................          --        1,379,743        (21,720)     1,378,472

Net investment gain (loss) and
   net realized gain on investments
   before income taxes .............................      (213,796)     1,356,870       (445,088)     1,093,417

Income tax benefit (provision) -
   current .........................................       (52,659)       (93,250)       (56,307)       (93,250)
Income tax benefit (provision) -
   deferred ........................................       (61,293)      (128,596)      (121,243)      (153,044)

Recovery of income taxes through
   utilization of net operating
   loss carryforward ...............................          --           93,250           --           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,
                                                           1997           1996           1997           1996
                                                           ----           ----           ----           ----
<S>                                                    <C>            <C>            <C>            <C>
Net investment gain (loss)
   and net realized gain
   on investments ..................................   $  (327,748)   $ 1,228,274    $  (622,638)   $   940,373
                                                       -----------    -----------    -----------    -----------

Increase (decrease) in
   unrealized appreciation
   on investments ..................................      (534,034)     1,456,633       (842,089)       289,578

Less income tax benefit
   (provision) applicable to
   decrease (increase) in
   realized appreciation ...........................       208,273       (568,087)       328,414       (112,897)
                                                       -----------    -----------    -----------    -----------
                                                          (325,761)       888,546       (513,675)       176,581
                                                       -----------    -----------    -----------    -----------

Net increase (decrease) in
   net assets resulting
   from operations .................................   $  (653,509)   $ 2,116,820    $(1,136,313)   $ 1,116,954
                                                       ===========    ===========    ===========    ===========

Increase (decrease) in net
   assets per share ................................   $      (.20)   $       .65    $      (.35)   $       .35
                                                       ===========    ===========    ===========    ===========

Weighted average number
   of common shares ................................     3,191,115      3,217,615      3,191,115      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 SIX MONTHS
                                                             ENDED JUNE 30,
                                                          1997           1996
                                                          ----           ----
<S>                                                   <C>            <C>
Cash flows from operating activities:
   Net change in net assets .......................   $(1,136,313)   $ 1,116,954
      Adjustments to reconcile net change in
      net assets to net cash provided by
      operating activities:
        Depreciation and amortization .............         5,822          4,876
        Donation of stock .........................         4,136           --
        Provision for bad debts on notes receivable          --             --
        Realized (gain) loss on sale of investments        21,720     (1,378,472)
        Unrealized (gain) loss on investments .....       842,089       (176,581)
   Proceeds from sales of investments .............        60,258      2,495,528
   Purchase of investments ........................        (1,210)    (1,468,294)
   Collection of notes receivable .................        20,250            370
   Changes in assets and liabilities:
      Decrease in interest receivable .............           123        120,031
      Decrease in other assets ....................          --            5,199
      (Increase) decrease in trade receivables ....        (4,993)        14,647
      (Increase) in prepaid expense ...............        (7,868)       (10,059)
      (Increase) decrease in accounts
        receivable - brokers ......................         3,992            138
      Decrease in income taxes refundable .........        47,963           --
      Increase (decrease) in accounts payable and
        other accrued liabilities .................        18,737         (9,629)
      Increase (decrease) in accounts payable
        to brokers ................................        26,260       (247,921)
      Increase (decrease) in accrued bonus to
        officer ...................................       141,582        (19,573)
      Increase in income taxes payable ............          4696           --
      Increase (decrease) in provision for deferred
        income taxes ..............................      (207,170)       265,940
                                                      -----------    -----------

      Net cash (used) by operating
        activities ................................      (159,926)       713,154

Cash flows from investing activities:
   Purchase of furniture and equipment ............          --           (1,663)
   Increase in deposit ............................          --             --
                                                      -----------    -----------

      Net cash (used) by investing activities .....          --           (1,663)
</TABLE>
                                                                     (Continued)
                                      F-12

<PAGE>

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

<TABLE>
<CAPTION>
                                                           FOR THE SIX MONTHS
                                                             ENDED JUNE 30,
                                                          1997           1996
                                                          ----           ----
<S>                                                   <C>            <C>
Cash flows from financing activities:
   Issuance of notes payable ......................   $   113,000    $      --
   Repayment of notes payable .....................          --             --
   Common stock issued for cash ...................          --             --
                                                      -----------    -----------

       Net cash provided by financing activities ..       113,000           --

Increase (decrease) in cash .......................       (46,926)       711,491

Cash, beginning of period .........................        53,795        176,752
                                                      -----------    -----------

Cash, end of period ...............................   $     6,869    $   888,243
                                                      ===========    ===========

Supplemental disclosures of cash flow information:
       Interest paid ..............................   $    35,865    $    38,293
                                                      ===========    ===========

       Interest received ..........................   $    30,724    $   419,236
                                                      ===========    ===========

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

                                      F-13

<PAGE>

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

     FORWARD-LOOKING STATEMENTS               
     Certain  statements made below relating to plans,  conditions,  objectives,
and economic  performance go beyond  historical  information  and may provide an
indication  of  future  results.   To  that  extent,  they  are  forward-looking
statements  within the meaning of Section 21E of the  Exchange  Act, and each is
subject to factors that could cause  actual  results to differ from those in the
forward-looking  statement.  Should one or more of these risks or  uncertainties
materialize,  or should underlying  assumptions prove incorrect,  actual results
may vary materially from those anticipated, estimated or projected.

     LIQUIDITY AND CAPITAL RESOURCES
     The  Registrant's  cash  position  decreased by $46,926 at June 30, 1997 as
compared to an increase of $711,491 at June 30, 1996. The Company's  increase in
cash  during the first six months of 1996 was caused by two  operational  items.
One was the receipt of $281,500 in consulting and transaction fees, and $145,378
in interest  income from  MacGregor  Sports & Fitness (now  Intranet  Solutions,
Inc.).  In addition,  there were realized gains of $1,378,472  from the sales of
investments  during the six months  ended June 30, 1996 as compared to a loss of
$21,720 during the comparable period of 1997.

     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,  the Registrant  carried notes receivable of $20,250 at
December 31, 1996.  These loans were repaid during the six months ended June 30,
1997 and no new loans have been made to investees.

     Of the  Registrant's  liabilities  of  $3,314,325  at June  30,  1997,  the
Registrant had no amounts due to banks. Of those liabilities,  62% or $2,067,480
is deferred income taxes, primarily for the Registrant's unrealized appreciation
on investments,  leaving $1,246,845 in other liabilities. This compares to total
liabilities  of  $3,217,220,  deferred  income  taxes of  $2,274,650  and  other
liabilities of $942,570 at December 31, 1996. The increase in other  liabilities
reflects  $113,000  in loans from an officer  which were made  during the second
quarter of 1997,  and an increase in the officer bonus of $141,582 from December
31, 1996.  Regular trade payables  increased only $18,737  between  December 31,
1996 and June 30, 1997.  There were no loans from officers during the six months
ended June 30, 1996.  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

                                      F-14

<PAGE>

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

the year as well as through  utilizing  its cash  position  at any given time to
trade in the equities  markets.  During 1996 the Registrant's  sources of income
were sufficient to cover its operating overhead and it is anticipated this trend
will continue  during 1997 as the  Registrant  expects to realize gains from the
sale of some of its longer term investments during the third and fourth quarters
of 1997.

     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 1997
year due to its increased  ability to sell  portions of its investee  companies'
stock positions as  restrictions  on their ability to be sold end.  Although the
Registrant  expects  that its ability to  liquidate  portions  of its  portfolio
companies will be 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  generated
significant  profit in previous years, the Registrant does not typically rely on
sales of this nature for its financing needs.

     The Registrant's largest investee company, RDM Sports Group, Inc. (RDM), is
a  publicly  held-company  which  conducts  most  of its  business  through  its
wholly-owned  subsidiaries.  The  Registrant  owns common stock and  convertible
debentures in RDM which is one of the largest manufacturers of juvenile products
and a leading producer of fitness  equipment,  toys and team sports equipment in
the United States.  Management of the Registrant devoted significant efforts and
resources to providing managerial  assistance to RDM. Effective,  June 20, 1997,
the  Registrant's  President  resigned from all his  positions  with RDM and its
subsidiaries, including Chief Executive Officer and director. The Registrant and
RDM  are  currently  negotiating  the  settlement  of all  amounts  owed  to the
Registrant or its President.

     The fair value of the  Registrant's  investment in RDM comprised 61% of the
Registrant's  investment  portfolio at June 30, 1997.  The  trademarks and brand
names under which RDM  currently  sells its  products  include  Flexible  Flyer,
Vitamaster,  MacGregor,  DP, Hutch, Reach and Forster.  RDM is listed on the New
York Stock Exchange where it is traded under the symbol "RDM".

     For the  quarter  ended  March 29,  1997,  RMI had  sales of  approximately
$55,518,000  with a net loss of  $(9,240,000).  At March 29,  1997,  RMI's total
assets  were  $266,794,000  and its total  liabilities  were  $222,687,000  with
shareholders'  equity of $44,107,000.  RMI's  borrowings  represented 46% of its
total assets at March 29, 1997.

     As of June 30, 1997, the Registrant had made no other material  commitments
for capital  expenditures or loans to investees.  The Registrant expects that it
will sell certain of its  investments  during the  remaining two quarters 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.

                                      F-15

<PAGE>

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

     RESULTS OF OPERATIONS
     Revenues  for the three and six months ended June 30, 1997 were $37,965 and
$123,333,  respectively; as compared to $418,238 and $509,338,  respectively for
the three and six months ended June 30, 1996.

     The total revenue  during the first six months of 1996 was  unusually  high
due to the receipt of $281,500 in consulting and transaction  fees, and $145,378
in interest income from IntraNet Solutins,  Inc.  (IntraNet),  formerly known as
MacGregor Sports & Fitness.  During 1997, the Company has received no consulting
fees.  During 1997 the decreased  consulting fees and interest income was offset
partially  by  an  increase  in  miscellaneous  income  received  from  investee
companies which included  $65,850 in payments on notes receivable which had been
written off in prior years.

     During the six  months  ended June 30,  1996 there were  realized  gains of
$1,378,472 from the sales of investments as compared to a loss of $21,720 during
the comparable period of 1997. The Registrant's  sales activity in 1996 was very
high as  compared  to the first and second  quarters  of 1997 when only  minimal
investments  were sold. The lack of sales of large portions of the  Registrant's
lower cost long-term  investments  during 1997 as described above contributed to
the higher net investment  loss (and/or less realized gain on investments  after
taxes),  and may do so in future periods in the absence of such sales. 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.

     During the first six months of 1996 the Registrant had increased  operating
expenses of $247,692 as compared to the  comparable  period of 1997.  The higher
1996 operating expenses were primarily in officer's bonus and employee benefits.
The  officer's  bonus  was  higher in 1996  principally  because  of the  higher
unrealized  appreciation  of  investments  at June 30,  1996 as  compared to the
unrealized depreciation which existed at June 30, 1997.

     For the six  months  ended  June  30,  1997,  the  net  unrealized  gain on
investments  decreased  $513,675 as compared to an increase of $176,581  for the
same period in 1996.  The  decrease in 1997 is  attributed  to decreases of both
IntraNet  and RDM as compared to their fair market  values at December 31, 1996.
This compares to a decrease of $3,457,000 in RMI's market value in the first six
months  of 1996  which  was more  than  offset  by an  increase  in the value of
IntraNet.  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 investment portfolio.

     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 and Intranet.
The Registrant  expects that its cash flows and investment  values will continue
to be susceptible to the market  fluctuations of these 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. 

                                      F-16

<PAGE>

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


     On  December  12,  1996,  the  Registrant  announced  that it  intended  to
implement a withdrawal of its election as a Business Development Company ("BDC")
under the Investment Company Act. The Registrant's Board of Directors instructed
its  management  to prepare a detailed  plan which will  address  the  corporate
governance  issues  and  process  which  must be  followed  for  decertification
including the legal,  accounting,  securities  listing and other effects of such
withdrawal on the  Registrant.  While the  Registrant is currently  working on a
detailed  withdrawal plan, at the present time management of Registrant believes
any such withdrawal might require the decertification to take place concurrently
with the acquisition of an operating company.  The Registrant continues to study
whether or not the  acquisition  of an  operating  company  would be required in
order to  decertify.  As of the filing of the  report,  the  Registrant  has not
identified a suitable  acquisition  candidate  and continues to work on the plan
for decertification.


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  current
                          quarter covered by this report

                                      F-17

<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: August 13, 1997

                                      F-18