<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 March 31, 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 APRIL 28, 1995
             -----------------                                             -----------------------------
          <S>                                                                    <C>
          Common Stock, par value                                                12,794,990 shares
            $.000009 per share
</TABLE>
<PAGE>   2
                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                                            PAGE
PART I - FINANCIAL INFORMATION
<S>               <C>                                                                                                       <C>
 Item 1      --   Condensed Consolidated Financial Statements
       
                  Condensed Consolidated Balance Sheets at March 31, 1995 and at December 31, 1994 . . . . . . . . . . . . . 3-4
       
                  Condensed Consolidated Statements of Operations for
                  the three months ended March 31, 1995 and April 3,
                  1994 and the period from March 6, 1986 (date of incorporation) to March 31, 1995 . . . . . . . . . . . . . . 5
       
                  Condensed Consolidated Statements of Cash Flows for
                  the three months ended March 31, 1995 and April 3,
                  1994 and the period from March 6, 1986 (date of incorporation) to March 31, 1995 . . . . . . . . . . . . . 6-7
       
                  Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
       
 Item 2      --   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-11

<CAPTION>
PART II - OTHER INFORMATION
<S>               <C>                                                                                                          <C>
 Item 1      --   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

 Item 6      --   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

 Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>





                                      -2-
<PAGE>   3

                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                                  (UNAUDITED)

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                          MARCH 31,          DECEMBER 31,
                                                            1995                1994
                                                       -------------       --------------    

<S>                                                      <C>             <C>
Current assets:
         Cash and cash equivalents                       $ 1,186,361       $  382,721
         Accounts receivable                               1,258,699          224,180

Inventories:
         Raw materials                                       464,581        1,059,213
         Work in process                                     555,890          212,573   
                                                          -------------    -------------
                                                           1,020,741        1,271,786
Other current assets                                          74,782           81,756   
                                                          -------------    -------------

                 TOTAL CURRENT ASSETS                      3,540,583        1,960,443  
                                                          -------------    -------------

Property and equipment, at cost:
         Machinery and equipment                           4,053,480        3,875,955
         Office equipment                                    733,458          689,944
         Leasehold improvements                            1,035,513        1,035,513   
                                                          -------------    -------------
                                                           5,822,451        5,601,412
         Less accumulated depreciation and amortization    3,105,033        2,984,104   
                                                          -------------    -------------

                 NET PROPERTY AND EQUIPMENT                2,717,418        2,617,308   
                                                          -------------    -------------

Receivables from officers and employees                       54,728           54,728

Non-competition agreement                                    607,500          641,250

Goodwill                                                     700,244          709,142

Other assets                                                 367,855          507,855

License agreement                                            600,000          600,000

Patents, net of amortization                                 167,472          169,437   
                                                          -------------    -------------
                 TOTAL ASSETS                            $ 8,755,800     $  7,260,163
                                                          =============    =============          
                                                                    
</TABLE>



See accompanying notes.





                                      -3-
<PAGE>   4
                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                                  (UNAUDITED)

                          CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           MARCH 31,        DECEMBER 31,
                                                              1995              1994
                                                         ------------     ---------------
<S>                                                     <C>              <C>               
Current liabilities:                                                                       
         Accounts payable                               $  1,672,735     $  1,166,178      
         Accrued expenses                                    996,148        1,547,986      
         Notes payable to related party                      885,000          135,000      
         Notes payable                                       290,000          310,000      
                                                         ------------     ------------     
                 TOTAL CURRENT LIABILITIES                 3,843,883        3,159,164      
                                                                                           
         Note payable to related party                       540,000          540,000      
                                                         ------------     ------------     
                 TOTAL LIABILITIES                         4,383,883        3,699,164      
                                                         ------------     ------------     
Stockholders' equity:                                                                      
         Original convertible preferred stock                      7                7      
         Common stock                                            104               92      
         Additional paid-in capital                       51,512,117       48,356,319      
         Deficit accumulated during development stage    (45,577,002)     (44,090,478)     
                                                         ------------     ------------     
                                                           5,935,226        4,265,940      
Less:                                                                                      
         Treasury stock, at cost:                           (993,009)        (243,009)     
         Unearned compensation and deferred expenses         (85,800)        (123,932)     
         Note receivable for options                        (484,500)        (338,000)     
                                                         ------------     ------------     
         TOTAL STOCKHOLDERS' EQUITY                        4,371,917        3,560,999      
                                                         ------------     ------------     
TOTAL LIABILITIES AND STOCKHOLDERS'                                                        
EQUITY                                                  $  8,755,800       $7,260,163      
                                                                                           
                                                         ============     ============     
</TABLE>


See accompanying notes.





                                      -4-
<PAGE>   5


                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                    Cumulative   
                                                                                   March 6, 1986 

                                               Three months     Three months         (Date of
                                                    Ended         Ended          incorporation) to
                                               March 31, 1995   April 3, 1994     March 31, 1995                   
                                               --------------- --------------   ---------------------

<S>                                            <C>             <C>              <C>
Revenue:                                                       
         Product sales                         $ 1,074,643      $    74,047       $  6,400,445
         Interest income                             8,995            2,007          1,400,357
         Other income                                    0                0             68,408                          
                                               ------------     -----------       ------------
                 TOTAL REVENUE                   1,083,638           76,054          7,869,210                         
                                               ------------     -----------       ------------
                                                               
Expenses:                                                      
         Cost of goods sold                        714,420           27,012          2,614,060
         Research and development                  236,074          399,309         13,661,892
         Selling, general and administrative     1,411,606          672,646         20,594,922
         Depreciation and amortization             203,672          195,827          7,091,821
         Interest expense                            4,390            4,239            454,529
         Loss on investment                              0                0            165,350
         Non-recurring financing                               
           related expenses                              0        1,449,851          5,568,733                         
                                               ------------     -----------       ------------
                                                               
                 TOTAL EXPENSES                  2,570,162        2,748,884         50,151,307                          
                                               ------------     -----------       ------------
                                                               
NET LOSS FROM CONTINUING                                       
OPERATIONS                                     $(1,486,524)     $(2,672,830)      $(42,282,097)
                                                               
Discontinued operations:                                       
         Net loss from discontinued 
           operations                                    0                0         (2,509,968)
         Loss on disposal of laser segment               0                0           (579,848)                         
                                               ------------     -----------       ------------
         NET LOSS                              $(1,486,524)     $(2,672,830)      $(45,371,913)
                                               ============     ===========       ============
                                                               
         NET LOSS PER COMMON SHARE                  $(0.14)          $(0.73)
                                               ===========      ===========    
         WEIGHTED AVERAGE COMMON               
         SHARES OUTSTANDING                     10,779,444        3,649,857
                                                ==========      ===========    
</TABLE>                                       


See accompanying notes.





                                      -5-
<PAGE>   6
                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                  Cumulative
                                                                                  March 6, 1986
   
                                               Three months     Three months         (Date of
                                                   Ended            Ended       incorporation) to
                                               March 31, 1995   April 3, 1994     March 31, 1995                             
                                               --------------  --------------    -----------------    
<S>                                             <C>             <C>            <C>
Cash flows from operating activities:
    Net loss                                    $(1,486,524)     $(2,672,830)   $(45,546,913)
    Adjustments to reconcile net income 
      to net cash used
      in operating activities:
      Depreciation & amortization
          of fixed assets                           120,929          156,776         3,817,391
      Amortization of intangibles                    44,613            1,155           720,889
      Amortization of unearned compensation               0           14,946         1,702,774
      Amortization of deferred expense               38,132           22,250           589,957
      Amortization of deferred debt expense               0                0           573,526
      Common stock issued for consulting
           services                                  34,616           787,500        2,348,505
      Common stock issued for interest                    0                0           132,236
      Common stock issued for financing
           related expenses                               0                0         2,028,607
      Loss on retirement of fixed assets                  0                0            74,089
      Loss on disposal of laser segment                   0                0           579,848
      Loss on investment                                  0                0           176,900
      Cancellation of indebtedness                        0           26,835           286,245
      Provision for loss contract                         0         (142,394)               0
      Effect on cash flows of changes in 
         assets and liabilities:
         Accounts receivable and other           (1,034,519)          69,723       (1,304,883)
         Inventories                                251,045          (42,079)        (683,992)
         Prepaid expenses and other assets            6,974            9,812          (30,370)
         Receivables/payables from officers
               and employees                              0                0           39,657
         Accounts payable                           506,557          184,431        1,594,924      
         Accrued expenses                          (551,838)          85,147          951,148      
         Non-current liabilities                          0          328,125                0      
                                                  -----------      -----------     -----------     
                                                                                                   
           Net cash used in operating                                                              
             activities                          (2,070,015)      (1,170,603)     (31,949,462)     
                                                  -----------      -----------     -----------     
                                                                                                   
Cash flows from investing activities:                                                              
    Notes receivable - officers and employees             0                0          (90,783)     
    Investments                                           0           11,550          148,100      
    Capital expenditures, net                      (221,039)        (208,996)      (6,456,975)     
    Other intangible assets                               0             (793)        (874,492)     
    Payments for businesses acquired                140,000                0         (260,029)     
         net of cash acquired                                                                      
                                                  -----------      -----------     -----------     
                                                                                                   
             Net cash provided by (used in)                                                        
             investing activities                   (81,039)        (198,239)      (7,534,179)     
                                                  -----------      -----------     -----------     

</TABLE>




                                      -6-
<PAGE>   7
<TABLE>
<S>                                              <C>             <C>              <C>
Cash flows from financing activities:
    Proceeds from exercise of common
           stock warrants, net                            0            2,400       13,550,571
    Proceeds from exercise of common
           stock options                             25,300                0           57,570
    Net proceeds from rights offering                     0                0        2,684,217
    Sales of common stock                                 0                0           98,762
    Issuance of preferred stock                           0                0               12
    Net proceeds from initial public offering             0                0        4,740,022
    Net proceeds from sale of stock
            and warrants                          2,949,394                0       12,761,228
    Issuance of debt                                      0        1,000,000        8,521,653
    Repayment of debt                               (20,000)               0       (1,569,031)
    Shares acquired for treasury stock                    0                0         (175,000)
    Dividend payment on preferred 
            stock (series A)                              0                0               (2)     
                                                  ----------       ----------      -----------         
                                                                                                       
         Net cash provided by financing                                                                
             activities                           2,954,694        1,002,400       40,670,002          
                                                  ----------       ----------      -----------         
                                                                                                       
Net increase (decrease) in cash and cash            803,640         (366,442)      $1,186,361          
             equivalents                                                           ==========                          
                                                                                                       
Cash and cash equivalents at beginning of period    382,721          668,781          
                                                  ----------      -----------         
                                                                                      
Cash and cash equivalents at end of period       $1,186,361         $302,339          
                                                                                      
                                                 ===========     ============         
</TABLE>                                          



See accompanying notes





                                      -7-
<PAGE>   8
                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           FOR THE THREE MONTHS ENDED
                        MARCH 31, 1995 AND APRIL 3, 1994
                                  (UNAUDITED)

           SUPPLEMENTAL SCHEDULE OF SIGNIFICANT NONCASH 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:

         None.





                                      -8-
<PAGE>   9
                              QUADRAX CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

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, consisting only of normal recurring
         adjustments, necessary to present fairly the Company's financial
         position as of March 31, 1995 and the results of operations for the
         three months ended March 31, 1995 and April 3, 1994. The results of
         operations for the three month period ended March 31, 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 and amended by Form 10-KSB/A 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 consolidated financial statements represent fiscal years
         unless otherwise noted.

2.       Notes Payable

         The Company's notes payable consist of notes due totaling $290,000;
         one is a non-interest bearing note for $250,000 due regarding the
         acquisition of certain assets and liabilities of Time Sports, the
         others are 10% interest bearing notes totaling $40,000 due to the
         holders of subordinated debentures issued by the Company pursuant to
         Regulation D during fiscal 1994.

3.       Shareholders Equity

         The Company's capital shares are as follows:

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

         Common Stock, $.000009 par value, 90,000,000 shares authorized at
         March 31, 1995 and December 31, 1994, 12,772,866 and 10,249,066 shares
         issued at March 31, 1995 and December 31, 1994, respectively and
         12,452,061 and 9,928,261 shares outstanding at March 31, 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 number of shares of Common Stock and





                                      -9-
<PAGE>   10
         related per share amounts in the accompanying consolidated financial
         statements 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
         (Conagher), Allied-Asian Consolidated Limited, a Hong Kong corporation
         (Allied-Asian),  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 Officer  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/A for the fiscal year 1994 (See Changes in
         Control and Related Transactions and Note 10 to the Consolidated
         Financial Statements -- Changes in Control) which are incorporated
         here and by this reference.

5.       Related Party Transactions

         During the period ended March 31, 1995, the Company's former Chief
         Executive Officer, Richard A. Fisher, exercised options covering
         93,918 shares of the Company's common stock delivering notes therefore
         aggregating $146,500.

         In connection with the repurchasing of the voting control over the
         Company from Pattinson Hayton, III and his affiliated corporate
         entities (See Note 4 above), the Company assumed the obligation of
         Conagher & Co. to pay the former chief executive officer $750,000 for
         the convertible preferred stock which he had previously sold to
         Conagher & Co. The note is payable in monthly installments of $75,000
         plus interest, over a 10 month period commencing 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.

         Also during the period ended March 31, 1995, the Company's former
         Chief Executive Officer, Richard A. Fisher's severance agreement dated
         September 30, 1994 was amended to reflect a commitment by the Company
         to issue an additional 100,000 shares of its common stock upon the
         effective date of a registration statement to be filed with the
         Securities and Exchange Commission.

6.       Earnings Per Share

         For the fiscal quarters ending March 31, 1995 and April 30, 1994, the
         net loss per share was computed using the weighted number of average
         shares outstanding during the respective periods. Common Stock
         equivalents did not enter into the computation because the impact
         would have been anti-dilutive.





                                      -10-
<PAGE>   11
ITEM II

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations for Quarter Ended March 31, 1995 as compared to Quarter
Ended April 3, 1994

         The Company is a development stage company. The Company's net loss
from operations for the quarter ended March 31, 1995 ("1995 first quarter") of
approximately $1,487,000 was approximately $1,186,000 less than its net loss
from operations of approximately $2,673,000 for the quarter ended April 3, 1994
("1994 first quarter"). This decrease was the result of the non-recurring costs
associated with the proposed acquisition of the Company's assets by Applied
Laser Systems which was terminated in May 1994.

         Total revenue recognized during the 1995 first quarter was $1,084,000
compared to $76,000 in the 1994 first quarter. This increase of $1,012,000 or
1,332 percent from the 1994 first quarter results from the Company shipping
product to its defense related customers in the approximate amount of $725,000.
Additionally, $181,000 of Wimbledon related products were sold in the 1995
first quarter and the balance of the sales increase results primarily from
consumer related sporting goods customers who are beginning to utilize the
Company's materials in their products.

         Costs of goods sold for the first quarter of 1995 of $714,000 reflect
costs associated with the defense and consumer products which the Company
shipped in the 1995 first quarter. The cost of goods sold for the 1994 first
quarter reflect monies the Company expended relating to an athletic shoe
program which began in 1993 and terminated in early 1994.

         Research and development expenses were $236,000 in the 1995 first
quarter, a decrease of $163,000 as compared to $399,000 in the 1994 first
quarter. The reason for this decrease is that the Company capitalized $175,000
of tooling development expenditures it incurred during the 1995 first quarter
for commercial products which had no shipments during this period.

         Selling, general and administrative expenses increased by $739,000 to
$1,412,000 in the 1995 first quarter. The reason for this increase is as
follows:

         1)      The Company's sales and marketing costs increased $357,000 in
                 the 1995 first quarter and these expenditures were monies the
                 Company  used for its Wimbledon division, which it acquired in
                 November, 1994.

         2)      The Company's general and administrative costs increased
                 $338,000.  The reasons for this are two fold; first are the
                 general and administrative costs attributable to the Wimbledon
                 and McManis Sports divisions acquired in November, 1994. The
                 administrative costs attributable to these divisions are
                 $100,000 and $97,000, respectively.  Second, the corporate
                 general and administrative costs increased $141,000 in the
                 1995 first quarter and are primarily attributable to increased
                 travel costs, $72,000; rent, $41,000; and utilities, $45,000.
                 The rent and utility cost increases are due to accounting
                 reclassifications. In the 1994 first quarter, these costs were
                 allocated to various overhead departments in cost of sales and
                 research and development. In the 1995 first quarter they were
                 not.





                                      -11-
<PAGE>   12
         Depreciation and amortization expense increased by $8,000 to $204,000
in the first quarter of 1995.

         Interest expense for both the first quarter of 1995 and the first
quarter of 1994 was $4,000.

         Non-recurring financing related costs recognized in the first quarter
of 1994 totaled $1,450,000 and relate to the Asset Acquisition Agreement
between the Company and Applied Laser Systems which was terminated by mutual
agreement in May, 1994. Included in these costs is 170,000 shares of the
Company's common stock valued at $1,116,000 ($6.56 per share) issued or to be
issued to the Company's investor relations consultant. Other costs incurred
were for various professional services. During the 1995 first quarter, no such
expenses were incurred by the Company in that the costs relating to the
Conagher & Co., Inc. financing, which was terminated in February, 1995, (See
Note 4 -- Changes in Control) were reserved for as of December 31, 1994.

Financial Position, Liquidity and Capital Resources

         The Company's working capital at March 31, 1995, increased
approximately $1,435,000 from December 31, 1994, 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 1995 first quarter. At
March 31, 1995, the Company had a working capital deficit of approximately
$303,000 as compared to a working capital deficit of $1,199,000 at December 31,
1994. The Company is continuing to pursue the goal of changing its strategic
objective to becoming a vertically integrated supplier to OEMO's and end users
of consumer products and components manufactured from its proprietary materials
systems.

         Cash provided by financing activities during the first three months of
1995 totaled approximately $2,955,000 compared to $1,002,000 during the same
period of 1994. The primary source of these funds in 1995 was $2,949,000 from
sales of common stock to outside third parties including Conagher & Co. Inc.
The 1994 financing monies raised were attributable to monies advanced by
Applied Laser Systems which 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. 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. Because the Company is still in the
development stage, it is difficult 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.





                                      -12-
<PAGE>   13
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.





                                      -13-
<PAGE>   14
                              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

                              27.1    Financial Data Schedule
                                      (Electronic Filing Only)

                     (b)      Reports on Form 8-K

                              None since Form 10-KSB/A for fiscal year ended
                              December 31, 1994 was filed on April 24, 1995.





                                      -14-
<PAGE>   15
                              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)





                                      -15-
<PAGE>   16
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                             Sequentially
                Exhibit                                                      Numbered
                Number                          Description                  Page               
                -----------                   ----------------               --------------
                <S>                        <C>                               <C>
                 27.1                      Financial Data Schedule
                                           (Electronic Filing Only)
</TABLE>





                                      -16-