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 SEPTEMBER 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 November 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 nine
months ended  September 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



                                                      SEPT. 30,       DEC. 31,
                                                        1997            1996
                                                     (Unaudited)
ASSETS

Investments, at fair value:

 Securities (cost of $3,324,879 and
   $3,767,309 in 1997 and 1996, respectively) ....   $ 5,424,489    $10,138,562
 Notes receivable, net of allowance
   for uncollectible accounts of $100
   at December 31, 1996 ..........................        45,000         20,250
 Accrued interest receivable, net of
   allowance for uncollectible interest of $35 ...         1,782          1,902
 Trade receivables, net of allowance
   for uncollectible accounts of $9,980 and
   $2,943 in 1997 and 1996, respectively .........        10,284         39,623
                                                     -----------    -----------
                                                       5,481,555     10,200,337

Cash - unrestricted ..............................        21,747         53,795

Restricted cash held in escrow ...................       300,000

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

Income taxes refundable ..........................         2,150        166,609

Furniture and equipment, net of
   accumulated depreciation of $114,985
   and $106,362 in 1997 and 1996, respectively ...        30,097         38,720

Prepaid expenses .................................        39,779         13,776
                                                     -----------    -----------

                                                     $ 5,876,102    $10,478,003
                                                     ===========    ===========

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

                                       F-2

<PAGE>

                                  EQUITEX, INC.
                      Statements of Assets and Liabilities

                                                      SEPT. 30,       DEC. 31,
                                                        1997            1996
                                                     (Unaudited)

LIABILITIES AND NET ASSETS

Liabilities
   Notes payable to officer ......................   $   321,519    $      --
   Notes payable - others ........................       100,000           --
   Accounts payable and other
     accrued liabilities .........................        92,963         55,441
   Accrued liability - indemnification agreement .       564,755
   Accounts payable to brokers ...................       684,618        739,023
   Accrued bonus to officer ......................       273,568        148,106
   Deferred income taxes .........................       313,569      2,274,650
                                                     -----------    -----------
                                                       2,350,992      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 .............   (13,392,843)   (12,025,669)
     Accumulated net realized gains from
       sales and permanent write-downs
       of investments ............................    11,046,438     11,121,234
     Unrealized net gains on investments
       (net of deferred income taxes of
       $475,478 and $2,484,788 in 1997
       and 1996, respectively) ...................     1,592,762      3,886,465
   Less: treasury stock at cost
       (33,350 shares) ...........................      (114,037)      (114,037)
                                                     -----------    -----------
                                                       3,525,110      7,260,783
                                                     -----------    -----------
                                                     $ 5,876,102    $10,478,003
                                                     ===========    ===========

The accompanying notes are a part of this statement.

                                       F-3

<PAGE>

                                  EQUITEX, INC.
                             Schedule of Investments
                               September 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   $ 4,719,610

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         7,000
                                                                    -----------   -----------

   Sub-Total
   AFFILIATED COMPANIES .................                             2,657,107     4,731,091
                                                                    -----------   -----------

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       150,000
NevStar Gaming Corporation
  Gaming development ....................             7,000              38,500        45,000
</TABLE>

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

                                       F-4

<PAGE>

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

<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        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 ................                               667,772       693,398
                                                                    -----------   -----------

  Total
  ALL COMPANIES .........................                           $ 3,324,879   $ 5,424,489
                                                                    ===========   ===========
</TABLE>

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

                                       F-5

<PAGE>

                                  EQUITEX, INC.
                        Schedule of Investments (Page 3)
                               September 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.



The accompanying notes are a part of this statement.

                                       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 NINE
                                                              MONTHS ENDED                  MONTHS ENDED
                                                                 SEPT. 30,                   SEPT. 30,
                                                           1997           1996          1997            1996
                                                           ----           ----          ----            ----
<S>                                                    <C>            <C>            <C>            <C>
Revenues
   Interest and dividends ..........................   $       130    $    16,071    $    30,731    $   195,729
   Consulting fees .................................          --             --             --          281,500
   Administrative fees .............................            43         18,211         26,315         48,532
   Miscellaneous ...................................           652            325         67,112          9,184
   Gain on sale of fixed assets ....................          --            8,334           --            8,334
                                                       -----------    -----------    -----------    -----------
                                                               825         42,941        124,158        543,279

Expenses
   Salaries and consulting fees ....................        87,147         73,503        241,017        246,949
   Officer's bonus .................................       (16,120)        28,963        125,462        331,397
   Office rent .....................................        11,724          7,500         26,724         22,500
   Legal and accounting ............................        37,304          5,857         69,864         35,369
   Employee benefits ...............................        97,811         37,985        173,823        173,843
   Advertising and promotion .......................           465            482          1,959          2,428
   Other general and administrative ................        19,554         37,142        103,972        137,034
   Interest ........................................        23,931         19,850         59,874         58,143
   Loss on indemnification agreement ...............       599,813           --          599,813            --
   Bad debt expense ................................         7,036            329          7,036         (6,534)
   Depreciation and amortization ...................         2,801          2,435          8,623          7,310
                                                       -----------    -----------    -----------    -----------
                                                           871,466        214,046      1,418,167      1,008,439

Net investment gain (loss) .........................      (870,641)      (171,105)    (1,294,009)      (465,160)

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

   Proceeds from sales
   of investments ..................................       364,455        145,398        424,713      2,640,926
   Less: cost of investments .......................       417,531         99,924        499,509      1,216,980
                                                       -----------    -----------    -----------    -----------

Net realized gain (loss) on
   investments before income taxes .................       (53,076)        45,474        (74,796)     1,423,946

Net investment gain (loss) and
   net realized gain on investments
   before income taxes .............................      (923,717)      (125,631)    (1,368,805)       958,786

Income tax benefit (provision) -
   current .........................................          --             --          (56,307)       (93,250)
Income tax benefit (provision) -
   deferred ........................................       104,385           --          (16,858)      (153,044)

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 NINE
                                                              MONTHS ENDED                  MONTHS ENDED
                                                                 SEPT. 30,                   SEPT. 30,
                                                           1997           1996          1997            1996
                                                           ----           ----          ----            ----
<S>                                                    <C>            <C>            <C>            <C>
Net investment gain (loss)
   and net realized gain
   on investments ..................................   $  (819,332)   $  (125,631)   $(1,441,970)   $   805,742
                                                       -----------    -----------    -----------    -----------

Increase (decrease) in
   unrealized appreciation
   on investments ..................................    (3,429,554)    (5,201,623)    (4,271,643)    (4,903,146)

Less income tax benefit
   (provision) applicable to
   decrease (increase) in
   realized appreciation ...........................     1,649,526      2,028,633      1,977,940      1,915,737
                                                       -----------    -----------    -----------    -----------
                                                        (1,780,028)    (3,172,990)    (2,293,703)    (2,987,409)
                                                       -----------    -----------    -----------    -----------

Net (decrease) in net
   assets resulting
   from operations .................................   $(2,599,360)   $ 3,298,621    $(3,735,673)   $(2,181,667)
                                                       ===========    ===========    ===========    ===========

Increase (decrease) in net
   assets per share ................................   $      (.81)   $     (1.03)   $     (1.17)   $      (.68)
                                                       ===========    ===========    ===========    ===========

Weighted average number
   of common shares ................................     3,191,115      3,201,565      3,191,115      3,212,226
                                                       ===========    ===========    ===========    ===========
</TABLE>



The accompanying notes are a part of this statement.

                                      F-11

<PAGE>

                                  EQUITEX, INC.
                            Statements of Cash Flows
                                   (Unaudited)

                                                     FOR THE NINE MONTHS
                                                     ENDED SEPTEMBER 30,
                                                     1997          1996
                                                     ----          ----
Cash flows from operating activities:
   Net change in net assets ..................   $(3,735,673)   $(2,181,767)
      Adjustments to reconcile net change in
      net assets to net cash provided by
      operating activities:
        Depreciation and amortization ........         8,623          7,310
        Donation of stock ....................         4,136           --
        Provision for bad debts on notes
           receivable ........................          --             --
        Realized (gain) loss on sale of
           investments .......................        74,796     (1,423,946)
        Unrealized (gain) loss on investments      4,271,643      4,903,146
   Proceeds from sales of investments ........       424,713      2,640,926
   Purchase of investments ...................       (61,215)    (1,759,247)
   (Issuance) of notes receivable ............       (45,000)
   Collection of notes receivable ............        20,250        116,195
   Transfer of cash to escrow account ........      (300,000)
   Gain on sale of assets ....................          --           (8,334)
   Changes in assets and liabilities:
      Decrease in interest receivable ........           120        119,938
      Decrease in other assets ...............          --            4,875
      (Increase) decrease in trade receivables        29,339         10,351
      (Increase) in prepaid expense ..........       (26,003)        (7,949)
      (Increase) decrease in accounts
        receivable - brokers .................         3,992             51
      Decrease in income taxes refundable ....       164,459           --
      Increase (decrease) in accounts payable
        and other accrued liabilities ........        37,522        (58,524)
      Increase in accrued liability -
        indemnification agreement ............       564,755
      Increase (decrease) in accounts payable
        to brokers ...........................       (54,405)       (59,366)
      Increase (decrease) in accrued bonus to
        officer ..............................       125,462       (176,607)
      Increase (decrease) in provision for
        deferred income taxes ................    (1,961,081)    (1,762,693)
                                                 -----------    -----------

      Net cash (used) by operating
        activities ...........................      (453,567)       364,359

Cash flows from investing activities:
   Purchases of fixed assets .................                      (32,205)
   Proceeds from sales of fixed assets .......                       13,500
                                                 -----------    -----------
      Net cash (used) by investing activities           --          (18,705)


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

                                      F-12

<PAGE>

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

                                                     FOR THE NINE MONTHS
                                                     ENDED SEPTEMBER 30,
                                                     1997          1996
                                                     ----          ----
Cash flows from financing activities:
   Issuance of notes payable - officer .......   $   321,519    $      --
   Issuance of notes payable - other .........       100,000           --
   Repayment of notes payable ................          --             --
   Purchase of treasury stock ................          --          (89,191)
                                                 -----------    -----------

      Net cash provided by financing activities      421,519        (89,191)

Increase (decrease) in cash ..................       (32,048)       256,463

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

Cash, end of period ..........................   $    21,747    $   433,215
                                                 ===========    ===========

Supplemental disclosures of cash flow information:
       Interest paid .........................   $    55,332    $    58,143
                                                 ===========    ===========

       Interest received .....................   $    30,851    $   204,729
                                                 ===========    ===========

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


The accompanying notes are a part of this statement.

                                      F-13

<PAGE>

                                  EQUITEX, INC.
                     Selected Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)

NOTE 1.        RESTRICTED CASH HELD IN ESCROW

     Pursuant  to an August 8, 1997  agreement  with  RDM,  the  Company  placed
$300,000 in an escrow account.  However, because RDM did not perform as required
by the  agreement,  the Company is in a position to terminate  the agreement and
ask that these funds be returned.

NOTE 2.        NOTES PAYABLE

     In August and September 1997, the Company's  President loaned the Company a
total of $240,000.  This in addition to prior loans totaling $81,519 made to the
Company  during the second  quarter of 1997 and which are still  outstanding  at
September 30, 1997. These  uncollateralized loans are all due on demand and bear
interest  at 8% per annum.  In  addition,  a related  entity  loaned the Company
$100,000 in August 1997.  This loan bears  interest at 12% per annum,  is due on
demand and is collateralized by 25,000 shares of the Company's  investment in an
investee company's common stock.

NOTE 3.        LOSS ON INDEMNITY AGREEMENT PERFORMANCE

     Effective  October 31, 1997, the Company  entered into an agreement with an
investee company, IntraNet Solutions,  Inc. (IntraNet).  Because the Company had
entered into a prior  indemnification  agreement  with IntraNet in July 1996, it
agreed to purchase a certain  note  receivable  in the amount of $564,755  which
IntraNet had from an RDM  subsidiary,  Hutch Sports USA (Hutch).  This amount is
included as "accrued  liability-indemnity  agreement"  in the September 30, 1997
financial statements, herein. Hutch had filed bankruptcy on August 29, 1997 (see
Note 4 below).  The Company paid $414,755 of the purchase  amount to IntraNet on
October  31,  1997.  The  balance of $150,000 is due on demand but no later than
December 31, 1997. The note bears interest at 8.75% per annum,  is secured by an
officer's  pledging of a common stock purchase warrant relating to 62,550 shares
of  IntraNet  and is also  personally  guaranteed  by the  Company's  President.
Furthermore,  the  Company's  President  agreed  to  resign  from  the  Board of
IntraNet,  both IntraNet and the Company agreed to terminate  effective  October
31,  1997 the  indemnification  agreement  under  which  the  Company's  maximum
exposure  was  $2,000,000,  and agreed to mutually  release  each other from any
claims relating to this agreement and certain other items.

NOTE 4.        BANKRUPTCY OF SIGNIFICANT INVESTEE

     On August  29,  1997,  RDM  Sports  Group  (RDM)  and all of its  operating
subsidiaries  filed  concurrent  Chapter 11 petitions  with the U.S.  Bankruptcy
Court.  As a result of this,  the fair  market  value of this  investee  company
dropped to almost zero as reflected in the Schedule of Investments,  herein. The
Company has reserved  100% of its trade  receivable  from RDM. In  addition,  as
discussed  in Note 3 above,  the Company was required to perform on an indemnity
agreement with another investee company.

NOTE 5.        SUBSEQUENT EVENTS

     In October  1997 the Company  entered  into a  nonbinding  letter of intent
whereby the  Company  agreed to purchase  the assets of a  previously  unrelated
company in the sporting goods industry. In consideration of

                                                                     (Continued)
                                      F-14

<PAGE>

                                  EQUITEX, INC.
                     Selected Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


NOTE 5.        SUBSEQUENT EVENTS (CONTINUED)

certain prior  extensions of the original letter of intent,  the Company pledged
certain  shares of its IntraNet  common stock having a market value of $250,000.
Except  for  certain  delineated  "special   circumstances",   if  the  purchase
transaction  does not close by November 25,  1997,  the Company will forfeit the
IntraNet  common  stock it has  pledged  and upon  proper  notice may extend the
closing to no later than December 15, 1997. Should the shares be forfeited,  the
Company  will record a note  receivable  from the  newly-formed  company for the
market value of the common stock on November 25, 1997.

               The  Company  intends  to pursue  decertification  as a  Business
Development Company (BDC) during the fourth quarter of 1997 and in early 1998.






                                      F-15


<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 $32,048 at September 30, 1997
as compared to an increase of $256,463 at  September  30,  1996.  The  Company's
increase  in cash  during  the  first  nine  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 $1,423,946
from the sales of investments during the nine months ended September 30, 1996 as
compared to a loss of $74,796 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 nine  months  ended
September 30, 1997.  During the quarter ended  September 30, 1997,  new loans of
$45,000 were made to a newly formed company in which the  Registrant  intends to
take an equity position.

     Of the Registrant's  total liabilities of $2,350,992 at September 30, 1997,
the  Registrant  had no  amounts  due to  banks.  Of those  liabilities,  13% or
$313,569 is deferred  income taxes,  primarily for the  Registrant's  unrealized
appreciation  on  investments,  leaving  $2,037,423 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  $321,519 in loans from an officer  which were made during
the second and third quarters of 1997,  and $564,755  which the Registrant  owes
pursuant  to an  indemnification  agreement  with an investee  company.  All but
$150,000 of this  liability was paid by the  Registrant in the fourth quarter of
1997 with the balance  due by December  31,  1997.  The officer  loans were used
primarily to pay $300,000 which was placed in an escrow  account  relative to an
agreement with RDM. However,  RDM did not perform relative to this agreement and
the  Registrant  expects  its  funds  to be  returned.  Regular  trade  payables
increased  $35,855 between  December 31, 1996 and September 30, 1997. There were
no loans from officers during the nine months ended  September 30, 1996.  Except
for the $564,755 indemnification related amount, 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 as cash
flow permits.

     The  Registrant's  sources of income to defray  operating  overhead will be
derived primarily from consulting fees, transaction fees gained

                                                                     (Continued)
                                F-16 
<PAGE>

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


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 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 fourth quarter 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.

     Until August 1997, the  Registrant's  largest investee company had been RDM
Sports Group,  Inc.  (RDM) 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 were to negotiate the settlement of all amounts
owed to the Registrant or its President.  However, as discussed below, RDM filed
bankruptcy in August 1997,  and following are excerpts of  information  obtained
from its second quarter 10-Q.

     RDM operates in an intensively  competitive environment and has experienced
significant  losses  in the  eighteen  months  ending  June  29,  1997.  Factors
contributing  to these losses  included,  among other things,  excess  financial
leverage, adverse publicity associated with RDM's financial difficulties, excess
labor  costs,  quality  control  problems,   poor  operating  performance,   and
difficulties in obtaining adequate levels of working capital.        
                                                                     (Continued)
                                      F-17
<PAGE>

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


     RDM has sought to de-leverage  its financial  position  through the sale of
various assets, including its camping operations, its bicycle operations and its
snow products  operations,  and is continuing to seek to further de-leverage its
operations through the sales of both strategic and non-strategic assets. Despite
such asset sales which have occurred to date, the RDM operations  continue to be
adversely affected by the problems identified above,  including excess financial
leverage.  Although  RDM has  sought to  improve  its  financial  condition  and
operating performance by, among other things, reducing labor and other operating
and financing  costs,  RDM has been  generally  unable to improve its results of
operations in either the first six months or the third quarter to date,  due to,
among other things, insufficient financial resources.

     RDM has no unused  credit lines and must satisfy  substantially  all of its
working  capital  and capital  expenditure  requirements  from cash  provided by
operating  activities  and from  external  capital  sources  or from the sale of
assets.  Substantially  all of RDM's  assets  are  pledged  to  secure  existing
indebtedness.  Due  to  its  current  financial  position  and  working  capital
deficiency,  RDM was forced to shut down  substantially all of its manufacturing
operations,  and on August 29, 1997 filed for protection under the United States
bankruptcy  laws  with the  United  States  Bankruptcy  Court  for the  Northern
District of Georgia,  Newnan  Division  (the  "Court") in Re: RDM Sports  Group,
Inc., Case No.  97-12788.  Concurrent  cases were filed with the Court by all of
RDM's operating U.S. subsidiaries. RDM has received initial debtor in possession
("DIP")  financing;  however,  RDM may require additional DIP financing in order
to,  among other  things,  allow it to complete  orders  utilizing  existing raw
materials,  and management believes additional DIP financing will be required in
connection with any possible  reorganization.  While RDM is negotiating with its
existing DIP lenders and other  potential DIP lenders to receive such additional
funding,  no assurances can be given as to when, if at all, such  additional DIP
financing  will be secured.  RDM  management  believes any such  additional  DIP
financing will be  obtainable,  if at all, only after the sale of one or more of
RDM's existing operations.

     RDM's  management  intends to seek additional DIP financing to allow RDM to
fill post  petition  orders for its  products.  However,  many of the RDM's mass
merchandiser   customers  do  not  place  firm  or  committed   orders  and  RDM
historically  has  produced  products  on the  basis of its  customers'  program
estimates for the year. In the absence of firm or committed orders,  RDM may not
be able  to  secure  additional  DIP  financing  and/or  reorganize  one or more
portions of its operations. In light of RDM's financial condition, no assurances
also can be given that RDM will be selected by its customers to  participate  in
their  production  programs.  Accordingly,  RDM may be  subject  to a rapid  and
substantial  decline in its customer base,  which could have a material  adverse
effect on its ability to reorganize one or more portions of its businesses under
the  protection  of the federal  bankruptcy  laws. In the event RDM is unable to
secure prompt  permission  from its creditors and the  bankruptcy  court to sell
various  assets,  the  value of such  assets  could be  rapidly  and  materially
impaired. In such  event,  RDM may be required to liquidate all of its assets to

                                                                     (Continued)
                                      F-18
<PAGE>

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

satisfy its  creditors.  No  assurances  can be given as to when, if at all, RDM
will receive  sufficient  working capital to resume its operations,  either on a
temporary basis or otherwise. In any reorganization, management anticipates that
it will be  necessary  to sell one or more of its  product  lines and the assets
associated therewith in connection with RDM's reorganization efforts.

     RDM has sought or expects to seek  approval from the  Bankruptcy  Court to,
among other  things,  negotiate the sale of its toy products  operations  (swing
sets, trampolines,  bulk plastic toys and hobby horses), its free weight fitness
equipment  operations,  (including its operations with respect thereto in Olney,
Illinois),   its  Opelika,  Alabama  manufacturing  facility  and  its  trucking
operations.  RDM also has received some preliminary expressions of interest with
respect to its other fitness equipment operations. The exact nature and scope of
the operations to be disposed of will depend on the interest of third persons in
such  operations,  the price offered for such  operations and the timing of such
offers,  and any such sales are  subject to  consent of RDM's DIP  Lenders,  the
existing lenders under the Loan Agreement and the Bankruptcy Court.

     RDM's  ability to improve its  financial  position  and meet its  financial
obligations  will  depend upon a variety of  factors,  including  the ability to
obtain  sufficient DIP financing -- whether from its existing  lenders under the
DIP Facility and/or additional financing from third party sources -- a continued
ability to participate  in customer  product  programs and thereby  preserve its
customer base,  favorable pricing  environments for its products,  a substantial
reduction in the rate of product returns,  especially in fitness  products,  the
absence of adverse general economic conditions, effective operating cost control
measures  and the sale of  additional  assets and the  consent of its lenders to
such  sale,  including  the  ability  to  utilize a portion  of such  assets for
operating  requirements.  RDM management  believes RDM's  recurring  losses from
operations and its limited  sources of additional  liquidity  raise  substantial
doubt about RDM's ability to reorganize as a going concern.  Prior to filing for
bankruptcy  protection,  RDM had been  unable  to  attract  new  capital  and/or
reschedule or restructure a number of its current obligations.  Furthermore, RDM
management does not believe RDM can expect additional financial support from any
of its principal stockholders.  Accordingly, whether as part of a reorganization
or a liquidation,  RDM  management  believes RDM will be required to sell one or
more of its  current  operations.  No  assurance  can be given  that RDM will be
successful  in  generating  the  operating  results,  attracting  new capital or
restructuring sufficient indebtedness required for future viability.

     Due to these recent  developments,  the fair value of the  Registrant's RDM
investment has  substantially  decreased form $5,789,367 at December 31, 1996 to
$11,481 at September 30, 1997. As of September 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  quarter of the current year to continue to fund its operations and to
pay the  indemnification  liability of $564,755  which  existed at September 30,
1997. 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.
                                                                     (Continued)
                                      F-19
<PAGE>

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

     With the decline in the fair market value of RDM, IntraNet  Solutions,  Inc
(IntraNet) is the Company's  largest  investee company as of September 30, 1997.
IntraNet's financial  information at June 30, 1997 is as follows as disclosed in
their first quarter 10-Q:

     IntraNet's  total revenues  increased to $5.8 million for the quarter ended
     June 30, 1997 from $4.2  million for the quarter  ended June 30,  1996,  or
     $1.6 million  (38.1%).  This  increase  related to increases in all revenue
     product lines.

     IntraNet's total cost of revenues increased to $4.4 million for the quarter
     ended June 30, 1997 from $3.2 million for the quarter  ended June 30, 1996.
     Total cost of  revenues  as a percent of total  revenues  was 76.6% in 1997
     compared to 77.2% in 1996.  Gross profit  increased to $1.4 million for the
     quarter  ended June 30, 1997 compared to $1.0 million for the quarter ended
     June 30, 1996.  Total gross profit as a percent of total revenues was 23.4%
     in 1997  compared  to 22.8% in  1996.  The  increase  in gross  profit  was
     primarily  attributable to incremental revenue contributions in all product
     lines.

     Sales and  marketing  expenses  increased to $800,000 for the quarter ended
     June 30, 1997  compared to $600,000  for the quarter  ended June 30,  1996.
     General  and  administrative  expenses  increased  to $1.0  million for the
     quarter ended June 30, 1997 compared to $500,000 for the quarter ended June
     30, 1996,  compared to 11.1% in 1996. General and  administrative  expenses
     increased  primarily due to increases in staffing,  expenses related to the
     relocation of corporate headquarters, and other related new facility costs.
     Research and  development  expenses  were $300,000 for each of the quarters
     ended June 30, 1997 and June 30, 1996.

     In July 1997,  IntraNet  completed a $4.0 million  private  placement of 5%
     Series A $5.00 par value convertible  preferred stock. Included in the $4.0
     million was $150,000 of 9% promissory  notes which were  converted into the
     private placement.  The remaining 9% promissory notes mature on January 15,
     1998 ($850,000) and April 15, 1998 ($250,000).

     With  the  completion  of the  $4.0  million  private  placement,  IntraNet
     management  believes  that the net cash  received  of $3.4  million,  after
     related  offering costs,  and the  availability  under its credit line will
     provide IntraNet  adequate capital resources to sustain its current plan of
     operations  for  the  foreseeable  future.   However,   IntraNet's  capital
     requirements in connection  with its  development and marketing  activities
     have been and will continue to be significant.

     IntraNet's  revolving  working capital line of credit allows for borrowings
     of up to $3.1  million  based on  available  collateral  at the bank's base
     lending rate plus 2.5%. At June 30, 1997,  the Company had advances of $2.5
     million,  which are due on demand. On August 8, 1997, IntraNet has $601,900
     in advances and $1.1

                                                                     (Continued)
                                      F-20
<PAGE>

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


     million of availability on its working capital line of credit.  At June 30,
     1997,  IntraNet  also had term loans and  promissory  notes with  financial
     institutions outstanding in the amount of $944,000.

     During the year ended March 31, 1997 IntraNet  acquired  substantially  all
     the assets of a graphic  communications and custom printing  business.  The
     purchase  price  consisted  of  cash  of  $675,800,  a  promissory  note of
     $267,800,  and shares of the Company's common stock valued at $350,000. The
     promissory  note bears interest at prime plus 1.5%. The balance of $125,200
     remaining on this note is due March 1, 1998.

     Revenues for the three and nine months ended  September  30, 1997 were $825
and $124,158,  respectively;  as compared to $42,941 and $534,279,  respectively
for the three and nine months ended September 30, 1996.

     The total revenue  during the first nine 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 Solutions,  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 nine months ended  September 30, 1996 there were realized  gains
of  $1,423,946  from the sales of  investments  as compared to a loss of $74,796
during the comparable  period of 1997. The  Registrant's  sales activity in 1996
was very high as compared to the first three quarters of 1997. 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 nine months of 1997 the  Registrant  had higher  operating
expenses of $1,418,167 as compared to the comparable  period of 1996. The higher
1997  operating   expenses  were  primarily  caused  by  the  $599,813  loss  on
indemnification  agreement which occurred in 1997. This was partially  offset by
an increase in officer's  bonus of $205,935 in 1996  principally  because of the
higher unrealized  appreciation of investments at September 30, 1996 as compared
to the unrealized depreciation which existed at September 30, 1997.

     For the nine months ended  September 30, 1997, the net  unrealized  gain on
investments decreased $2,293,703 as compared to a decrease of $2,987,409 for the
same period in 1996.  The decrease in 1997 is attributed to the above  mentioned
decrease in the fair market value of RDM as compared to its fair market

                                                                     (Continued)
                                      F-21
<PAGE>

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


values at  December  31,  1996.  The  comparable  decrease  in 1996 was due to a
decrease of  $3,415,421  in RDM's market value in the first nine months of 1996.
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 RDM 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 RDM 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.

     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.  Based on this plan,  the  Registrant  intends to
further pursue decertification as a BDC between now and early 1998.

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-22

<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: November 19, 1997





                                      F-23