<PAGE>   1



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                FORM 10-QSB/A

                                AMENDMENT NO. 1

/X/      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the period ended September 30, 1995

/ /      Transition Report Pursuant to Section 13 or 15(d) of The
         Securities Exchange Act of 1934 For the transition period 
         from                to
              --------------    ---------------
                                           
                         Commission File Number 0-16052

                              QUADRAX CORPORATION

             (Exact name of registrant as specified in its charter)

                DELAWARE                                        05-0420158
    (State or Other Jurisdiction of                          (I.R.S. Employer
     Incorporation or Organization)                        Identification No.)


         300 HIGH POINT AVENUE                                   02871
        PORTSMOUTH, RHODE ISLAND                               (Zip Code)
(Address of Principal Executive Offices)

                                 (401) 683-6600

              (Registrant's Telephone Number, Including Area Code)


      (Former name, former address and former fiscal year, if changed since last
                                   report)

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   x   No        
                                               ------   ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


<TABLE>
<CAPTION>
          CLASS                                  OUTSTANDING AT OCTOBER 31, 1995
    -----------------                            -------------------------------
<S>                                                     <C>
Common Stock, par value                                  16,462,084 shares
   $.000009 per share
</TABLE>

<PAGE>   2
                              QUADRAX CORPORATION

                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                                             PAGE
<S>                                                                                                     <C>
         Item 1  --  Condensed Consolidated Financial Statements

                     Condensed Consolidated Balance Sheets at September 30, 1995
                     and at December 31, 1994   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4

                     Condensed Consolidated Statements of Operations for the
                     three months and nine months ended September 30, 1995,
                     and September 30, 1994   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

                     Condensed Consolidated Statements of Cash Flows for the
                     nine months ended September 30, 1995, and September 30, 1994   . . . . . . . . . . . 6-7

                     Notes to Condensed Consolidated Financial Statements   . . . . . . . . . . . . . .  8-11

         Item 2  --  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . 12-14
<CAPTION>
PART II - OTHER INFORMATION
<S>                                                                                                     <C>

         Item 1  --  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

         Item 6  --  Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . . . .  15

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>
<PAGE>   3
                              QUADRAX CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

                                     ASSETS



<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,            DECEMBER 31,
                                                          1995                     1994       
                                                       -------------         ---------------
<S>                                                 <C>                      <C>
Current assets:
         Cash and cash equivalents                   $ 1,146,248             $    382,721
         Accounts receivable                           1,048,786                  224,180

Inventories:
         Raw materials                                   316,344                1,059,213
         Work in process                                 732,281                  212,573     
                                                       -------------            -------------
                                                       1,048,625                1,271,786
Other current assets                                     211,870                   81,756     
                                                       -------------            -------------

         TOTAL CURRENT ASSETS                          3,455,529                1,960,443     
                                                       -------------            -------------

Property and equipment, at cost:
         Machinery and equipment                       4,117,905                3,875,955
         Office equipment                                820,401                  689,944
         Leasehold improvements                        1,038,075                1,035,513     
                                                       -------------            -------------
                                                       5,976,381                5,601,412
         Less accumulated depreciation and
             amortization                              2,808,529                2,984,104     
                                                       -------------            -------------

         NET PROPERTY AND EQUIPMENT                    3,167,852                2,617,308     
                                                       -------------            -------------

Receivables from officers and employees (Note 6)               0                   54,728

Non-competition agreement (Note 6)                             0                  641,250

Goodwill (Note 6)                                              0                  709,142

Other assets                                             367,855                  507,855

Wimbledon license agreement, net of amortization         566,667                  600,000

Patents, net of amortization                             163,543                  169,437     
                                                       -------------            -------------
TOTAL ASSETS                                          $7,721,446               $7,260,163
                                                     ===============          ===============
</TABLE>
See accompanying notes.

<PAGE>   4
                              QUADRAX CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30,            DECEMBER 31,
                                                                     1995                     1994            
                                                             --------------------     ---------------------
<S>                                                             <C>                    <C>
Current liabilities:
         Accounts payable                                       $  1,075,955           $   1,166,178
         Accrued expenses (Note 6)                                 1,589,738               1,547,986
         Current maturities of capital lease obligations              26,382                       0
         Notes payable to related party                              150,000                 135,000
         Notes payable                                               250,000                 310,000      
                                                               ---------------            ----------------
                 TOTAL CURRENT LIABILITIES                         3,092,075               3,159,164

         Long-term capital lease obligations                          64,952                       0
         Note payable to related party                                     0                 540,000      
                                                               ---------------            ----------------
                 TOTAL LIABILITIES                                 3,157,027               3,699,164

Stockholders' equity:
         Original convertible preferred stock                              7                       7
         Class A convertible preferred stock                               0                       0
         Common stock                                                    167                      92
         Additional paid-in capital                               57,046,598              48,356,319
         Deficit accumulated during development stage            (51,126,451)            (44,090,478)     
                                                               ---------------            ----------------
                                                                   5,920,321               4,265,940
Less:
         Treasury stock, at cost:                                   (993,009)               (243,009)
         Unearned compensation and deferred expenses                (362,893)               (123,932)
         Note receivable for options (Note 6)                              0                (338,000)     
                                                               ---------------            ----------------
         TOTAL STOCKHOLDERS' EQUITY                                4,564,419               3,560,999      
                                                               ---------------            ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                          $  7,721,446              $7,260,163
                                                                                                     
                                                               ===============            ================

</TABLE>
See accompanying notes.

<PAGE>   5
                              QUADRAX CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                   Three Months              Three Months             Nine Months                   Nine Months     
                                       Ended                    Ended                    Ended                         Ended        
                                September 30, 1995        September 30, 1994       September 30, 1995            September 30, 1994 
                              ---------------------- -----------------------    -------------------------      ---------------------
<S>                               <C>                      <C>                          <C>                        <C>
Revenue:                                                                                                                        
    Product sales                 $  1,160,994                      0                    $  3,470,059               $     73,300    
    Evaluation and                                                                                                              
        testing                              0                291,000                               0                    424,036    
    Interest income                      9,941                    101                          19,301                      2,316    
    Other income                             0                 21,230                               0                     21,230    
                                ------------------     -----------------                -----------------         ----------------- 
                                                                                                                                
    TOTAL REVENUE                    1,170,935                312,331                       3,489,360                    520,882    
                                ------------------     -----------------                -----------------         ----------------- 
                                                                                                                                
Expenses:                                                                                                                       
    Cost of goods sold                 768,596                      0                       2,526,224                     41,258    
    Research and development           215,640                471,279                         426,881                  1,159,720    
    Selling, general and                                                                                                        
         administrative              1,517,521              1,478,036                       4,351,460                  2,921,683    
    Depreciation and                                                                                                            
        amortization                   183,956                371,956                         607,873                    708,531    
    Interest expense                     3,482                171,701                          12,895                    204,551    
    Financing related expenses               0                 (5,491)                              0                  1,444,360    
    Reserve for restructuring                                                                                                   
        costs                        2,600,000                      0                       2,600,000                          0    
                                ------------------     ------------------               ----------------        -----------------   
                                                                                                                                
    TOTAL EXPENSES                   5,289,195              2,487,481                      10,525,333                  6,480,103    
                                ------------------      -----------------               ----------------        -----------------   
                                                                                                                                
    NET LOSS                      $ (4,118,260)           $(2,175,150)                   $ (7,035,973)              $ (5,959,221)   
                                                                                                                                
                                ==================      =================               ================         ================   
                                                                                                                                
    NET LOSS PER                                                                                                                
    COMMON SHARE (1)              $      (0.29)           $     (0.40)                   $      (0.53)              $      (1.40)   
                                                                                                                                
                                ==================      =================               ================         ===============    
                                                                                                                                
    WEIGHTED                                                                                                                    
    AVERAGE COMMON                                                                                                              
    SHARES                                                                                                                      
    OUTSTANDING (1)                 14,189,979              5,399,588                       13,392,893                 4,241,171   
                                                                                                                                
                                ==================      =================               ================         ================   

</TABLE>
  (1) Gives effect for all periods to a 1-for-10 reverse split effective 
      July 20, 1994. See Note 6.

See accompanying notes.

<PAGE>   6
                              QUADRAX CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Nine Months                  Nine Months
                                                                          Ended                        Ended
                                                                    September 30, 1995           September 30, 1994 
                                                                    ------------------            ------------------
<S>                                                                    <C>                           <C>
Cash flows from operating activities:

Net loss                                                                $(7,035,973)                 $(5,959,221)
    Adjustments to reconcile net income to net cash used
         in operating activities:
         Depreciation & amortization of fixed assets                        537,660                      708,531
         Amortization of intangibles                                         62,865                            0
         Amortization of unearned compensation                               61,070                            0
         Amortization of deferred expense                                   191,430                      189,152
         Common stock issued for expenses                                   529,864                      812,447
         Write-off of goodwill                                              685,504                            0
         Cancellation of indebtedness                                             0                      107,342
         Effect on cash flows of changes in assets and liabilities:
             Accounts receivable                                           (824,606)                      29,623
             Inventories                                                    223,161                      (20,746)
             Prepaid expenses and other assets                             (130,114)                     (38,260)
             Receivables/payables from related parties                     (300,000)                  (1,420,000)
             Accounts payable                                               (90,223)                      67,448
             Accrued expenses                                                68,134                      494,446
             Non-current liabilities                                              0                      348,995 
                                                                       --------------                ----------------
          Net cash used in operating activities                          (6,021,228)                  (4,680,243) 
                                                                       --------------                ----------------

Cash flows from investing activities:
    Notes receivable - officers and employees                                54,728                            0
    Capital expenditures, net                                              (374,969)                    (366,781)
    Other intangible assets                                                       0                       (9,570)
    Payments for businesses acquired
    net of cash acquired                                                    140,000                            0   
                                                                       --------------                ----------------

          Net cash provided by (used in) investing activities              (180,241)                     (376,351) 
                                                                       --------------                ----------------

Cash flows from financing activities:
    Proceeds from exercise of common stock options                           25,300                             0
    Buy back of original preferred stock                                          0                            (3)
    Sales of common stock                                                 5,569,162                     4,806,998
    Issuance of preferred stock                                           1,339,200                             0
    Issuance of debt                                                         91,334                     1,777,001
    Repayment of debt                                                       (60,000)                   (1,250,000)  
                                                                       --------------                 ---------------
</TABLE>
<PAGE>   7
<TABLE>
<S>                                                                     <C>                           <C>
                   Net cash provided by financing activities              6,964,996                      5,333,996
                                                                       --------------                 ---------------

Net increase in cash and cash equivalents                                   763,527                        277,402

Cash and cash equivalents at beginning of period                            382,721                        668,781
                                                                       --------------                 ---------------

Cash and cash equivalents at end of period                              $ 1,146,248                   $    946,183
                                                                       ==============                 ===============    
</TABLE>
See accompanying notes

<PAGE>   8
                              QUADRAX CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           FOR THE NINE MONTHS ENDED

                   SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994

                                  (UNAUDITED)


SUPPLEMENTAL SCHEDULE OF SIGNIFICANT NON-CASH TRANSACTIONS:  1995:

         The Company assumed $750,000 of debt due its former Chairman from
Conagher & Co., Inc. (See Note 4), for Conagher's purchase of the original
preferred stock in 1994.

1994:

         The Company issued common stock to Applied Laser Systems, Inc. to
reduce principal indebtedness and accrued interest totaling $958,094.
<PAGE>   9
                              QUADRAX CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       The unaudited Condensed Consolidated Financial Statements presented
         herein have been prepared in accordance with the instructions to Form
         10-Q and do not include all of the information and note disclosures
         required by generally accepted accounting principles. In the opinion
         of management, such condensed consolidated financial statements
         include all adjustments necessary to present fairly the Company's
         financial position as of September 30, 1995 and the results of
         operations for the nine and three months ended September 30, 1995 and
         September 30, 1994. The results of operations for the nine and three
         month periods ended September 30, 1995 may not be indicative of the
         results that may be expected for the year ending December 31, 1995. It
         is suggested that these Condensed Consolidated Financial Statements be
         read in conjunction with the Consolidated Financial Statements and the
         notes thereto included in the Company's latest annual report to the
         Securities and Exchange Commission on Form 10-KSB, as amended, for the
         year ended December 31, 1994.

         The Company converted its fiscal year, effective December 31, 1994,
         from a 52-53 week period ending on the Sunday closest to December 31
         to a calendar year ending December 31. By accounting for its
         activities on a 52-53 week period in prior years, its fiscal year end
         and the fiscal quarters did not necessarily fall on the respective
         month-ends for each fiscal quarter. All references to years in these
         notes to Condensed Consolidated Financial Statements represent fiscal
         years unless otherwise noted.

2.       Notes Payable

         The Company's note payable is a non-interest bearing note for $250,000
         due regarding the acquisition of certain assets and liabilities of
         Time Sports, Inc., dba the Wimbledon division.
<PAGE>   10
3.       Shareholders Equity

         The Company's capital shares are as follows:

         Original Convertible Preferred Stock, $.01 par value, 1,172 shares
         authorized at September 30, 1995 and December 31, 1994, 318 and 516
         shares issued and outstanding at September 30, 1995 and December 31,
         1994, respectively. During the nine months ended September 30, 1995,
         198 shares of the Original Convertible Preferred Stock were converted
         to 75,268 shares of Common Stock.

         Class A Convertible Preferred Stock, First Series, $10.00 par value,
         300,000 shares and -0- shares authorized at September 30, 1995 and
         December 31, 1994, respectively, and -0- shares issued and outstanding
         at September 30, 1995 and December 31, 1994. During the three month
         period ending September 30, 1995, 150,000 shares of Class A
         Convertible Preferred Stock were converted into 1,489,946 shares of
         Common Stock.  

         Common Stock, $.000009 par value, 90,000,000 shares authorized 
         at September 30, 1995 and December 31, 1994, 16,876,048 and
         10,249,066 shares issued at September 30, 1995 and December 31, 1994,
         respectively and 16,362,084 and 9,928,261 shares outstanding at
         September 30, 1995 and December 31, 1994, respectively.

         On July 20, 1994, the Company amended its Certificate of Incorporation
         to provide for a 1-for-10 reverse stock split, effective July 20,
         1994.  All data regarding numbers of shares of Common Stock and
         related per share amounts in the accompanying and notes thereto have
         been adjusted to reflect this reverse split.

4.       Changes in  Control

         On February 13, 1995, the Company entered into an agreement with
         Pattinson Hayton, III, the Company's former Chairman, and two of his
         affiliated companies, Conagher & Co., Inc., a California corporation,
         Allied-Asian Consolidated Limited, a Hong Kong corporation, Richard A.
         Fisher, who preceded Mr. Hayton as the Company's Chairman of the
         Board, and who was also the Company's former Chief Executive Office
         and General Counsel, and James J. Palermo, the Company's current
         Chairman of the Board and Chief Executive Officer.  The details of
         this transaction have been described in the Company's Form 10-KSB for
         the fiscal year 1994 (See Changes in Control and Related Transactions
         and Note 10 to the Consolidated Financial Statements -- Changes in
         Control).

5.       Related Party Transactions

         During the nine months ended September 30, 1995, the Company's former
         Chief Executive Officer, Richard A. Fisher, exercised options covering
         216,326 shares of the Company's common stock by delivering notes
         therefore aggregating $336,441.  These notes are payable with interest
         in five equal annual installments.

         In connection with the sale of certain securities transferring control
         of the Company from Pattinson Hayton, III and his affiliated corporate
         entities (See Note 4 above), the Company assumed the obligation of
         Conagher & Co. under a promissory note to pay Mr. Fisher $750,000 for
         convertible preferred stock which he had previously sold to Conagher &
         Co.  The convertible preferred stock was transferred in trust for the
         benefit of the common stockholders.  The note is payable in monthly
         installments of $75,000 plus interest, over a 10 month period
         commencing
<PAGE>   11
         April 1995, provided that payments are not due if the Company does not
         have working capital of at least $500,000, and provided further that
         additional payments are due if the Company receives certain levels of
         additional equity financing.  For the period ending September 30,
         1995, the Company had paid $300,000 under this agreement.  In July,
         1995 the Company agreed to amend this agreement as follows:

         1)      The Company would issue 275,000 shares of new common stock to
                 Mr. Fisher upon the effective date of a registration statement
                 which was filed with the Securities and Exchange Commission in
                 July 1995.  These shares would be covered by the registration
                 statement.

         2)      Mr. Fisher agreed that the Company could suspend further
                 payments on its note payable of $450,000 until such time as
                 the registration statement becomes effective and the common
                 shares described in (1), above, can be sold.  In addition, the
                 lien placed on the original preferred stock was released, and
                 Mr. Fisher surrendered his right to retake control of the
                 board of directors in the event of the Company's delinquency
                 in repaying the note.  Subsequent to September 30, 1995, and
                 in recognition of delays in the effective date of the
                 registration statement, the Company paid an additional
                 $150,000 plus all interest in arrears on this agreement for a
                 total of $182,000 to Mr. Fisher.

         3)      All of the common shares described in (1) are to be sold
                 within a period of 150 days after the registration statement
                 becomes effective.  If the net proceeds realized on the sale
                 of the common stock to be issued to Mr.  Fisher are less in
                 total than $300,000, the Company agreed to pay any deficiency
                 in cash.  Conversely, if the net proceeds realized exceed
                 $300,000, the excess will be rebated to the Company.

                 Also during the nine months ended September 30, 1995, Mr.
                 Fisher's consulting agreement with the Company dated September
                 30, 1994 was amended to reflect an increase in consulting fees
                 to $12,500 per month and on agreement to issue him an
                 additional 100,000 shares of common stock.



6.       Reserve for Restructuring Costs

         After amending the preferred stock repurchase agreement in the period
         ending September 30, 1995, the Company determined that its long-term
         objectives did not require the services of its former chairman and
         chief executive officer, Richard A.  Fisher, and other executives.
         Additionally, it was determined that certain intangibles acquired in
         the McManis Sports acquisition in 1994 should be revalued as of
         September 30, 1995.  Therefore in connection with this determination,
         all such liabilities to Mr. Fisher and other executives reflected in
         the books and records of the Company as of September 30, 1995 were
         reserved for.  The total amount reserved for at September 30, 1995 was
         $2,600,000 and consists of the following:



<TABLE>
         <S>                                                                               <C>
         1)      A consulting agreement for Mr. Fisher's services from July 1,             $  482,000
                 1995 to December 31, 1996 along with the related employee
                 benefits, the issuance of 100,000 shares of common stock, and
                 interest paid in arrears to Mr. Fisher pursuant to acquisition
                 of the Company's original preferred stock  (See Note 5 above).
</TABLE>

<PAGE>   12
<TABLE>
         <S>                                                                               <C>
         2)      Write-off of unamortized portion of Mr. Fisher's                             575,000
                 non-competition agreement from July 1, 1995 to September 30,
                 1999.  

         3)      Expenses and other costs incurred or to be incurred in                       608,000
                 terminating company executives and the Company's relationship
                 with its investor relations consultant.  

         4)      Write-off of unamortized costs and related expenses for CMI                  250,000
                 machinery and equipment initially capitalized in 1989.

         5)      Write-off of unamortized portion of goodwill associated with                 685,000      
                 acquisition of McManis Sports Associates.                                    -------           
                                                                                             
                 Total Restructuring Costs                                                 $2,600,000 
                                                                                            ========= 
</TABLE>

         Additionally, the Company for financial statement purposes offset the
         notes receivable for exercise of stock options due from its former
         Chairman and Chief Executive Officer, Richard A. Fisher, in the
         approximate amount of $675,000 against the notes payable due him for a
         covenant not to compete in the same approximate amount of $675,000.
         The details of the original transaction have been described in the
         Company's Form 10-KSB as amended for fiscal year 1994.

7.       Earnings Per Share

         For the fiscal periods ending September 30, 1995 and 1994, the net
         loss per share was computed using the weighted number of average
         shares outstanding during the respective periods.  Common Stock
         equivalents were not taken into account in this computation because
         the impact would have been anti-dilutive.
<PAGE>   13
                     MANAGEMENT DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Results of Operations for Quarter Ended September 30, 1995 as compared
to Quarter Ended September 30, 1994

         The Company's net loss from operations for the quarter ended September
30, 1995 ("1995 Third Quarter") of approximately $4,115,000 was $1,940,000 more
than its net loss from operations of $2,175,000 for the quarter ended September
30, 1994 ("1994 Third Quarter").  This increase is the result of the Company
setting up a reserve for restructuring costs for expenses that were incurred in
the 1995 Third Quarter and will be incurred in future periods (see Note 6 to
the September 30, 1995 Condensed Consolidated Financial Statements).

         Total revenue recognized during the 1995 Third Quarter was $1,171,000
compared to $312,000 in the 1994 Third Quarter.  This increase of $859,000 or
275 percent from the 1994 Third Quarter results from the Company shipping
additional product to its defense related customers in the approximate amount
of $600,000.  Additionally, $364,000 of tennis and golf products were sold in
the 1995 Third Quarter.  The Company does not now expect  to earn significant
revenues from sales to defense related customers in periods subsequent to
fiscal 1995.

         Costs of goods sold for the Third Quarter of 1995 of $769,000 reflect
costs associated with the defense and consumer products which the Company
shipped in the 1995 Third Quarter.  The cost of goods sold for the 1994 Third
Quarter was negligible because the Company had no product revenues.

         Research and development costs decreased approximately $256,000 in the
1995 Third Quarter from the comparable period in 1994.  The reason for this
decrease is that the Company is no longer a development stage company and as
such is amortizing its product development costs, primarily molds, over a three
year period rather than expensing these costs as incurred.

         Selling general and administrative costs increased $39,000, from
$1,478,000 in the 1994 Third Quarter to $1,517,000 in the 1995 Third Quarter.

         Depreciation and amortization expense decreased approximately $188,000
in the 1995 Third Quarter from $372,000 to $184,000.  The primary reason for
this decrease is that the Company wrote off approximately $188,000 worth of
fixed assets in the 1994 Third Quarter which were determined to be no longer
usable.

         Interest expense in the 1995 Third Quarter decreased $168,000 to
approximately $3,000.  The reason for this decrease was twofold; one, the
indebtedness the Company incurred in unwinding the proposed Applied Laser
Systems transaction in 1994, and two the interest incurred when the Company
issued subordinated debentures pursuant to Regulation D during the 1994 Third
Quarter.

         The fluctuation of $5,000 between the 1995 and 1994 Third Quarters for
financing related expenses is negligible.

         Expenses related to restructuring costs increased $2,600,000, from
$-0- in the 1994 Third Quarter to $2,600,000 in the 1995 Third Quarter. The
Company established this reserve after evaluating the carrying value of its
assets and determining that certain of its intangibles, in particular goodwill
<PAGE>   14
associated with the acquisition of McManis Sports Associates, were overvalued.
The Company further decided that it would not use the services of its former
Chairman and Chief Executive Officer, Richard Fisher, in future periods.  Thus,
in order not to penalize future financial results for past decisions, the
Company has expensed in the 1995 Third Quarter, all future costs it is
potentially obligated to pay to Mr. Fisher.

         Results of Operations for the Nine Months Ended September 30, 1995 as
compared to the Nine Months Ended September 30, 1994

         The Company's net loss from operations for the nine months ended
September 30, 1995 ("1995 Nine Month Period") of approximately $7,036,000 was
approximately $1,077,000 greater than its net loss from operations of
approximately $5,959,000 for the nine months ended September 30, 1994 ("1994
Nine Month Period").  This increase is the result of the Company setting up a
reserve for expenses that were incurred in the 1995 Third Quarter and will be
incurred in future periods (see Note 6,  Reserve for Restructuring Costs, to
the Condensed Consolidated Financial Statements).

         Total revenue recognized during the 1995 Nine Month Period was
$3,489,000 compared to $521,000 in the 1994 Nine Month Period.  This increase
of $2,968,000 or 570 percent from the 1994 Nine Month Period results from the
Company shipping product to its defense related customers in the amount of
$1,947,000.  An additional $814,000 of Wimbledon and McManis products were sold
in the 1995 Nine Month Period.

         Costs of goods sold for the 1995 Nine Month Period of $2,526,000
reflect costs associated with the defense and consumer products which the
Company shipped in the 1995 Period.  The cost of goods sold for the 1994 Period
was negligible.

         Research and development costs decreased $733,000, from $1,160,000 in
the 1994 Nine Month Period to approximately  $427,000 in the 1995 Nine Month
period.  The reason for this decrease is that the Company is no longer a
development stage company and as such is amortizing its product development
costs, primarily molds, over a three year period rather than expensing these
costs as incurred.

         During the 1995 Nine Month Period, the Company's selling general and
administrative costs were $4,351,000, an increase of approximately $1,430,000
from $2,922,000 in the 1994 Nine Month Period.  The principal reason for this
increase is the monies the Company expended for its McManis Sports Associates
division, $583,000 and its Wimbledon division, $770,000, which were acquired in
November, 1994.

         Depreciation and amortization expense decreased $101,000  from
$709,000 in the 1994 Nine Month Period to $608,000 in the 1995 Nine Month
Period.  The principal reason for this is that the Company wrote off
approximately $190,000 worth of fixed assets in the 1994 Nine Month period.
This decrease was offset by increased amortization of intangibles in 1995 of
the Wimbledon trademark license, $34,000, and the Richard Fisher covenant not
to compete, $68,000 (see Note 6 to the Condensed Consolidated Financial
Statements).

         Interest expense decreased $192,000 in the 1995 Nine Month Period to
$13,000 from $205,000 in the 1994 Nine Month Period.  The reason for this
decrease was the interest paid by the Company in 1994 relating to the Applied
Laser Systems indebtedness and interest paid to Holders of subordinated
debentures issued by the Company in 1994 pursuant to Regulation D.
<PAGE>   15
         Financing related expenses decreased approximately $1,444,000, in the
1995 Nine Month Period to negligible amounts from $1,444,000 in the 1994 Nine
Month Period.  The reason for this fluctuation is the termination of the
Applied Laser Systems agreement whereby the Company was to be acquired by
Applied Laser Systems in the Spring of 1994.  The costs associated with this
termination are professional consultant fees such as legal services and stock
issued by the Company to its investor relations consultant in lieu of fees.

         Financial Position, Liquidity and Capital Resources

         The Company's working capital at September 30, 1995, was $363,000, an
increase of approximately $1,562,000 from December 31, 1994 where working
capital was a deficit of $1,199,000. This increase was due to the Company's
successful efforts to raise money from outside third party sources and the
additional sales the Company has generated during the first nine months of
fiscal 1995.  The Company is continuing to pursue the goal of changing its
strategic objective to becoming a vertically integrated supplier to OEM's and
end users of consumer products and components manufactured from its proprietary
materials systems.

         Cash provided by financing activities during the first nine months of
1995 totaled approximately $6,965,000 compared to $5,334,000 during the same
period of 1994.  The primary source of these funds in 1995 was $6,908,000 from
sales of common stock and convertible preferred stock to outside third parties.
The 1994 financing monies raised were attributable to monies advanced by
Applied Laser Systems. This indebtedness was subsequently discharged by
Conagher & Co., Inc. for the benefit of the Company.  

         The Company received a going concern qualification from its outside
independent auditors on its 1994 audited financial statements.  While the
Company believes it has made and will continue to make substantial progress
towards achieving profitability, the results to date have not yet been
sufficient to negate the auditors' qualifications.  The Company's management is
of the opinion that it will be able to continue to raise money from outside
third party sources in sufficient amounts to support its operations until the
time that the forecasted revenues for future periods materialize from programs
in which the Company is involved and are sufficient to support the Company's
operations.  There is no assurance that the Company's efforts to raise money
will be successful or that the forecasts will be achieved.  There will usually
be differences between the forecast and actual results because events and
circumstances frequently do not occur as expected and those differences may be
material.  It is difficult for the Company to predict accurately the amount of
revenues that will be generated, the amount of expenses that will be required
by its operations or its ability to raise additional capital.

         It is difficult for the Company to predict with accuracy the point at
which the Company will no longer require a going concern qualification due to
the difficulty of predicting accurately the amount of revenues that the Company
will generate, the amount of expenses that will be required by its operations,
and the Company's ability to raise additional capital.  The Company believes,
however, that under its current business plan, its revenues and earnings will
be sufficient to make the going concern qualification unnecessary by December
31, 1996.
<PAGE>   16
                              QUADRAX CORPORATION


                          PART II - OTHER INFORMATION

Item 1   --  Legal Proceedings

         As of the date of this Amendment No. 1 to this Form 10-QSB, the
Securities and Exchange Commission is conducting two informal investigations of
the Company for activities occurring in 1994 and 1995.  The following
discussion is based on information learned by the Company as a result of its
involvement in the Commission's activities.  There may be other significant
information regarding these matters of which the Company is, at the time, not
aware.

         One inquiry, being conducted by the Commission's Denver officer, is
believed to have as its principal focus, insofar as it relates to the Company,
activities by the Company's former Chairman of the Board involving certain
transactions in the Company's stock and certain expenditures of the Company
funds, during his term as Chairman, from July 1994 through February 1995.  A
second inquiry, being conducted under the supervision of the Commission's
Boston office, is believed to focus, insofar as it relates to the Company, on
certain activities involving the Company's public relations consultant
beginning January 1994.  While the Company's contract with its public relations
consultant nominally extends until January 1996, the Company is no longer using
the services of the consultant to any significant degree and does not expect to
extend the contract for his services beyond the date of the current contract.

         The Company has cooperated with the inquiries described above,
providing documents and other information in response to the Staff's requests.
At this time, the Company does not know what conclusions the Staff will reach
or what action, if any, the Staff will recommend to the Commission upon the
termination of the two inquiries.


Item 6   --  Exhibits and Reports on Form 8-K

             (a)     Exhibits

                     None

             (b)     Reports on Form 8-K filed since August 14, 1995, the date
                     of the Company's Form 10-Q for its second quarter.

                     None
<PAGE>   17
                              QUADRAX CORPORATION

                                   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.

                              QUADRAX CORPORATION
                                  (Registrant)


By:      /s/  James J. Palermo                       Date:  January 17, 1996
    -----------------------------------------------                         
         James J. Palermo, Chairman and              
         Chief Executive Officer                     
                                                     
                                                     
By:      /s/  Edward A. Stoltenberg                  Date:  January 17, 1996
    -----------------------------------------------  
         Edward A. Stoltenberg,
         Acting Chief Financial Officer (Principal
         Accounting Officer)