UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 6)*
EQUITEX, INC.
-----------------------------
(Name of Issuer)
COMMON STOCK, $.02 PAR VALUE
------------------------------
(Title of Class of Securities
294592 30 8
-----------------------------
(CUSIP Number)
THOMAS B. OLSON, SECRETARY
EQUITEX, INC.
7315 E. PEAKVIEW AVE.
ENGLEWOOD, COLORADO 80111
(303) 796-8940
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 3, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with the statement / /. (A fee is
not required if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 294592 30 8 Page 2 of 6 Pages
Row 1: Henry Fong
###-##-####
Row 2: (a) / /
(b) / /
Row 3: SEC USE ONLY
Row 4: PF
Row 5: / /
Row 6: United States
Row 7: 286,795
Row 8: 594,534
Row 9: 286,795
Row 10: 594,534
Row 11: 881,329
Row 12: / /
Row 13: 24.0%
Row 14: IN
<PAGE>
CUSIP No. 294592 30 8 Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
- ---------------------------
COMMON STOCK, $.02 PAR VALUE
HENRY FONG, PRESIDENT
THOMAS B. OLSON, SECRETARY
EQUITEX, INC.
7315 E. PEAKVIEW AVENUE
ENGLEWOOD, COLORADO 80111
ITEM 2. IDENTITY AND BACKGROUND
- -------------------------------
(a) HENRY FONG
(b) EQUITEX, INC.
7315 E. PEAKVIEW AVENUE
ENGLEWOOD, COLORADO 80111
(c) PRESIDENT-
EQUITEX, INC.
7315 E. PEAKVIEW AVENUE
ENGLEWOOD, COLORADO 80111
(d) DURING THE LAST FIVE YEARS THE REPORTING PERSON HAS NOT BEEN
CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS
OR SIMILAR MISDEMEANORS).
(e) IN AUGUST 1994, THE REPORTING PERSON, THE PRESIDENT, TREASURER
AND A DIRECTOR OF THE ISSUER, RESOLVED A PENDING MATTER
ADMINISTRATIVELY WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION"). THE SOLE ALLEGED VIOLATION OCCURRED
OVER SEVEN YEARS AGO WHEN THE REPORTING PERSON DID NOT OBTAIN
TECHNICAL APPROVAL FROM THE COMMISSION FOR TWO TRANSACTIONS IN
CERTAIN SECURITIES THAT THE ISSUER OWNED IN AN INVESTEE COMPANY.
WITHOUT ADMITTING OR DENYING ANY VIOLATION, THE REPORTING PERSON
AGREED TO CEASE AND DESIST FROM COMMITTING OR CAUSING A
VIOLATION OF SECTION 57(a)(1) AND (4) OF THE INVESTMENT COMPANY
ACT OF 1940. THE REPORTING PERSON ALSO AGREED THAT WHILE HE IS
ASSOCIATED WITH THE ISSUER, HE WILL OBTAIN LEGAL ADVICE BEFORE
HE BUYS OR SELLS SECURITIES IN A COMPANY WITH WHICH HE IS
ASSOCIATED OR AFFILIATED. THE REPORTING PERSON HAS RETURNED A
PROFIT MADE ON THE TRANSACTION OF $73,775 PLUS INTEREST OF
$54,612.
(f) UNITED STATES
<PAGE>
CUSIP No. 294592 30 8 Page 4 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ---------------------------------------------------------
PERSONAL FUNDS
ITEM 4. PURPOSE OF TRANSACTION
- ------------------------------
THESE SECURITIES HAVE BEEN ACQUIRED AS AN INVESTMENT BY AN
OFFICER AND DIRECTOR OF THE ISSUER. THE REPORTING PERSON MAY
PURCHASE FURTHER SHARES AT A LATER DATE FOR INVESTMENT PURPOSES.
(a)-(j) THE REPORTING PERSON HAS NO PLANS WHICH RELATE TO SUBITEMS (a)
through (j) OF ITEM 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- --------------------------------------------
(a) 80,250 SHARES COMMON STOCK OWNED DIRECTLY BY REPORTING PERSON;
579,534 SHARES OWNED BY PARTNERSHIP IN WHICH REPORTING PERSON IS
A GENERAL PARTNER; 15,000 SHARES OWNED BY WIFE OF REPORTING
PERSON IN WHICH REPORTING PERSON HAS NO PECUNIARY INTEREST,
INVESTMENT OR VOTING POWER AND WHICH SHARES REPORTING PERSON
DISCLAIMS BENEFICIAL OWNERSHIP; 30,500 INCENTIVE STOCK OPTIONS
EXERCISABLE AT $3.00 PER SHARE WHICH EXPIRE ON DEDEMBER 28,
2003; AND 176,045 NON-QUALIFIED STOCK OPTIONS EXERCISABLE AT
$3.00 PER SHARE WHICH EXPIRE ON DECEMBER 28, 2003. A TOTAL OF
881,329 SHARES REPRESENTING 24.0% OF THE PRESENTLY OUTSTANDING
$.02 PAR VALUE COMMON STOCK.
(b) SHARES WITH SOLE POWER TO VOTE: 286,795
SHARES WITH SHARED POWER TO VOTE: 594,534
SHARES WITH SOLE POWER TO DISPOSE OF: 286,795
SHARES WITH SHARED POWER TO DISPOSE OF: 594,795
(c) DURING THE 60 DAYS PRECEDING THIS REPORT, THE REPORTING PERSON
PURCHASED SHARES IN THE FOLLOWING DENOMINATIONS AND PRICES ON
THE DATES INDICATED.
DATE SHARES PRICE
---- ------ -----
OCTOBER 16, 1997 6,000 $1.54
DECEMBER 3, 1997 270,000 $0.75
TOTAL SHARES
PURCHASED DURING
PRECEDING 60 DAYS: 276,000
DURING THE 60 DAYS PRECEDING THIS REPORT, THE WIFE OF THE
REPORTING PERSON PURCHASED 15,000 SHARES AT $1.94 PER SHARE
IN WHICH REPORTING PERSON HAS NO PECUNIARY INTEREST, INVESTMENT
OR VOTING POWER AND WHICH SHARES REPORTING PERSON DISCLAIMS
BENEFICIAL OWNERSHIP.
(d) NONE
(e) N/A
<PAGE>
CUSIP No. 294592 30 8 Page 5 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
- -----------------------------------------------------------------------------
NONE
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ----------------------------------------
NONE
<PAGE>
CUSIP No. 294592 30 8 Page 6 of 6 Pages
SIGNATURE
---------
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: JANUARY 12, 1998
---------------- By /S/ HENRY FONG
-----------------------
Henry Fong
