Mail-Stop 4561
January 23, 2006
Via facsimile and U.S. Mail
Mr. Henry Fong
President, Treasurer
Equitex, Inc.
7315 East Peakview Avenue
Englewood, Colorado 80111
Re: Equitex, Inc.
Revised Preliminary Proxy Statement
File No. 0-12374, filed December 21, 2005
Form S-3
File No. 333-130316
Filed December 14, 2005
Dear Mr. Fong:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Proxy Statement
Summary, page 4
1. Revise to add a subsection captioned, "Effect on Existing
Shareholders" or another similar title and include the following
information:
* Two line items , one for existing shareholders excluding the
Whitebox and Pandora holdings and one for Whitebox and Pandora;
* Columns for existing holdings of shares ( in percentages) and
book
value per share;
* The same two line items assuming Whitebox and Pandora exercise
or
convert all of their derivative holdings with revised book values
per
share;
* a line for existing shareholders (excluding Whitebox and
Pandora)
with columns showing the post-merger percentage and book value per
share; and,
* a line for existing shareholders assuming Pandora and Whitebox
exercise or convert all of their derivative holdings with columns
showing the post-merger percentage and book value per share.
In this regard, if there are any other holders of significant
exercisable or convertible derivative securities use three line
items
above instead of two for bullets one and three and assume all
outstanding derivatives are exercised or converted for the last
bullet.
2. Revise to add a recent developments section in the Summary and
include the recent transactions of the Company including all
lendings
or other matters with Hydrogen Power and the sale of the Chex
operations. In this regard, noting that the sale of the Chex
operations resulted in the disposal of substantially all of the
revenue generating operations, disclose why shareholder approval
was
not sought and include a detailed legal analysis supporting your
decision with reference to both Schedule 14A and to Delaware
corporate law. We note that your wholly-owned subsidiary
FastFunds,
which held 73% of Chex, approved the sale.
Forms S-3
3. The staff believes the existing Forms S-3 (file numbers 333-
101731
and 333-116294) should be rolled into the proposed S-3. In this
regard, citing Rule 429 (resulting in no additional fees for the
existing S-3`s) file a revised Form S-3 and include therein all
selling shareholders. In this regard, insure that all of the
selling
shareholder information is accurate as of the date of the filing
(for
shares held) and make sure the percentages owned reflect all
shares
that can be acquired in the next 60 days are used in the numerator
and the shares currently outstanding are used in the denominator.
Finally, advise the staff what the Company will do with this
Prospectus if the merger is approved.
4. File all Form D`s for those transactions identified
supplementally
that relied upon Regulation D for the exemption from registration.
General
5. The staff requires amendments to the From S-3 and Preliminary
Proxy to be filed and disclosures contained in previous responses
should be included, as appropriate, into these amended filings.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3698.
Sincerely,
Christian Windsor
Special Counsel
Financial Services Group
CC: Via U.S. Mail and Fax: (612) 642-8305
Paul Chestovitch, Esq.
Maslon, Edelman, Borman & Brand, L.L.P.
3300 Wells Fargo Center
90 South 7th Street
Minneapolis, MN 55402
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Mr. H. Fong
Equitex, Inc.
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