U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

[X]      Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

         For the quarterly period ended June 30, 1999

[ ]      Transition  Report  Under to  Section  13 or  15(d)  of The  Securities
         Exchange Act of 1934

                        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 Number)


                618 Main Street, West Warwick, Rhode Island 02893
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (401) 821-1700
         --------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

Check whether the issuer has filed all documents and reports
required to be filed by Section 12,13, or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court.
Yes    No X

As of June 30, 1999, there were outstanding  44,453,334  shares of Common Stock,
par value $.000009 per share.


                                      -1-
<PAGE>

                                                             Page
                                                             ----

Part I - Financial Information


Item 1    Consolidated Financial Statements

          Consolidated  Balance  Sheets at June 30, 1999 and at
          December 31, 1998 (Unaudited)                                        3

          Consolidated  Statements of Operations  for the three
          and six months  ended June 30, 1999 and June 30, 1998
          (Unaudited)                                                          5

          Consolidated  Statements  of Cash  Flows  for the six
          months   ended  June  30,  1999  and  June  30,  1998
          (Unaudited)                                                          6


          Notes   to    Consolidated    Financial    Statements
          (Unaudited)                                                          8


Item 2    Management's Discussion and Analysis of Financial
          Conditions and Results of Operations                                12


Part II - Other Information

Item 6    Exhibits and Reports on Form 8-K                                    16


          Signature                                                           17


                                      -2-
<PAGE>


                              Quadrax Corporation

                     Consolidated Balance Sheets (Unaudited)


        ASSETS

                                                     June 30,       December 31,
                                                       1999            1998
                                                    ---------        ---------
Current assets:
  Cash and cash equivalents                        $   37,479      $    44,805
  Accounts receivable, less allowances
    of $56,549 at June 30, 1999 and
    $113,805 at December 31, 1998                   2,306,366        2,105,556
  Inventories                                       1,809,536        1,492,933
  Attorney's escrow                                 1,213,798        1,000,184
  Other current assets                                166,374          566,386
                                                    ---------        ---------
                              TOTAL CURRENT ASSETS  5,533,553        5,209,864


Property, plant and equipment, net                  2,380,115        2,497,098


Other assets                                          110,845           65,495


Deferred assets, net                                   59,052           69,462
                                                   ----------       ----------

                                     TOTAL ASSETS $ 8,083,565      $ 7,841,919
                                                   ==========       ==========


     See accompanying notes to the consolidated financial statements



                                      -3-
<PAGE>

                             Quadrax Corporation

                   Consolidated Balance Sheets (continued)

                     LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 June 30,        December 31,
                                                   1999             1998
                                                 ---------        ---------
Current liabilities not subject to compromise:
  Current portion of long-term debt           $    233,460       $   206,920
  Accounts payable                               2,830,323         3,608,858
  Accrued expenses                                 661,183           522,017
                                                 ---------         ---------
                    TOTAL CURRENT LIABILITIES    3,724,966         4,337,795


Liabilities subject to compromise                7,004,642         7,004,642

Long-term debt, less current portion             5,963,244         4,289,027

                                                 ---------         ---------
                            TOTAL LIABILITIES   16,692,852        15,631,464
                                                 ---------         ---------

Stockholders' equity:
  Common stock                                         414               414
  Additional paid-in capital                    73,167,449        73,167,449
  Retained earnings, deficit                   (80,050,601)      (79,230,959)
                                                 ---------        ----------
                                               ( 6,882,738)      ( 6,062,996)

Less: Treasury stock, at cost                   (1,726,549)       (1,726,549)
                                                 ---------          --------

         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   (8,609,287)       (7,789,545)
                                                 ---------         ---------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 8,083,565       $ 7,841,919
                                                ==========         =========


      See accompanying notes to the consolidated financial statements



                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                               Quadrax Corporation
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                    Three Months Ended June 30,        Six Months Ended June 30,
                  ------------------------------     -----------------------------
                          1999          1998               1999           1998
                        ---------    ---------           ---------     ---------
<S>                    <C>           <C>             <C>             <C>
NET SALES              $3,547,330    $4,670,245      $ 7,078,638     $ 8,906,174

COST OF GOODS SOLD      3,243,789     3,933,369        6,569,906       8,159,723
                        ---------     ---------        ---------      ----------
     Gross Profit         303,541       736,876          508,732         746,451


OPERATING EXPENSES:

Selling, general and
 administrative           479,440       620,453        1,043,023       1,603,544
                        ---------     ---------        ---------       ---------
Income(Loss)
  from operations        (175,899)      116,423         (534,291)       (857,093)



OTHER INCOME (EXPENSE):

Interest expense         (138,249)     (118,543)        (271,099)       (331,330)
Other, net                (21,802)      (13,196)         (14,352)         18,386
                         --------      --------         ---------       --------
Income(Loss)
 Continuing Operations   (335,950)      (15,316)        (819,742)     (1,170,037)
Loss From
 Discontinued Operations       -0-     (133,307)             -0-      (1,097,307)
                         --------      --------         ---------      ---------

     NET INCOME(LOSS)  ($ 335,950)    ($148,623)        ($819,742)   ($2,267,344)
                        =========     =========         =========      =========

NET LOSS PER COMMON SHARE  ($0.01)       ($0.00)           ($0.02)        ($0.05)
                        =========     =========         =========      =========

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING    44,453,334    44,453,334        44,453,334     44,453,334
                        =========     =========         =========      =========

</TABLE>

   See accompanying notes to the consolidated financial statements



                                      -5-
<PAGE>

<TABLE>
<CAPTION>

                               Quadrax Corporation
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                  (Unaudited)


                                                                Six Months          Six Months
                                                                   Ended              Ended
                                                               June 30, 1999      June 30, 1998
                                                              ----------------   ----------------
<S>                                                          <C>                  <C>
Cash flows from operating activities:
Net loss                                                     ($  819,742)         ($2,267,344)
 Adjustments to reconcile net income to
   net cash used in operating activities:
    Depreciation & amortization of fixed assets                  236,921              360,910
    Amortization of intangibles                                   10,320               14,250
    Provision for bad debt                                           -0-               40,000
    Increase (decrease) in cash resulting from changes in:
       Accounts receivable                                      (200,810)            (170,838)
       Inventories                                              (316,603)            (355,565)
       Prepaid expenses and other                                186,398               26,927
       Accounts payable and accrued expenses                    (639,369)           2,003,887

                                                             -----------          -----------
 Net cash used in operating activities                        (1,542,885)            (347,773)
                                                             -----------          -----------
Cash flows from investing activities:
 Capital expenditures, net                                      (119,938)              (4,668)
 Other intangible assets purchased                               (34,940)             (23,419)
                                                             -----------          -----------
Net cash used in investing activities                           (154,878)             (28,087)
                                                             -----------          -----------
Cash flows from financing activities:
  Advances by private investor                                 1,035,000                  -0-
 Issuance of debt                                              7,778,600              872,580
 Repayment of debt                                            (7,123,163)            (538,066)
                                                             -----------          -----------
Net cash provided by financing activities                      1,690,437              334,514
                                                             -----------          -----------
Net increase (decrease) in cash
  and cash equivalents                                            (7,326)             (41,346)
Cash and cash equivalents at
  beginning of period                                             44,805               53,042
                                                             -----------          -----------
Cash and cash equivalents
  at end of period                                           $    37,479          $    11,696
                                                             ===========          ===========

Supplemental cash flow information:
 Cash interest paid                                          $   166,357          $   211,636
                                                             ===========          ===========

</TABLE>


            See accompanying notes to the consolidated financial statements


                                      -6-
<PAGE>

QUADRAX CORPORATION



                Consolidated Statements of Cash Flows (continued
                            for the Six Months Ended
                        June 30, 1999 and June 30, 1998


Supplemental schedule of significant noncash transactions:


1999:

  None




1998:

  None




                                      -7-
<PAGE>


                              Quadrax Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.        Significant Accounting Policies.

The unaudited condensed  consolidated financial statements presented herein have
been  prepared in  accordance  with the  instructions  to Form 10-QSB 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 June 30, 1999 and the results of operations for the six
months ended June 30, 1999 and June 30, 1998.  The results of operations for the
six month period ended June 30, 1999 may not be  indicative  of the results that
may be  expected  for  the  year  ending  December  31,  1999.  These  Condensed
Consolidated  Financial  Statements  should  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 for the year ended  December 31, 1998 and the  Company's  Form 10-QSB for
the three months ended March 31, 1999.

2.        Debt

Note Payable - Revolver and Bank

The Company's wholly-owned subsidiary,  Victor Electric Wire & Cable Corporation
("Victor"), a New York corporation, has entered into a $5,000,000 loan agreement
with Congress  Financial  Corporation  ("Congress").  The loan arrangement with
Congress  provides  for  a  three-year   revolving  credit  facility  of  up  to
$3,550,000,  a $950,000  fully  amortizing  five-year term loan and an equipment
financing  facility  of up to  $500,000,  also  based  upon  a five  year  fully
amortizing  repayment  schedule.  All of such loans bear  interest  at a rate of
prime plus 1.5%. The Company has guaranteed all of the  obligations of Victor to
Congress.  The total amount due  Congress  pursuant to this loan  agreement  was
$3,222,892   and  $2,945,947  as  of  June  30,  1999  and  December  31,  1998,
respectively.

This Agreement is secured by substantially all of Victor's assets including, but
not limited to, inventory,  receivables,  and fixed assets. The amount available
under the revolving  loan is limited by a formula  based on accounts  receivable
and  inventory.  The  Company  intends  that the monies  required  could  remain
outstanding  under this agreement for an  uninterrupted  period extending beyond
one year from June 30, 1999 and  December  31,  1998.  As a result,  the amounts
under the revolving loan agreement have been classified as long-term debt.

Victor  Corporation  was notified of events of default on its Congress loan as a
result of Quadrax  Corporation  filing for  protection  under  Chapter 11 of the
Bankruptcy  Code on  February  27,  1998 and the net worth  covenant of the loan
arrangement.  The lender has not provided  notice  seeking  acceleration  of the
loan.


                                      -8-
<PAGE>


3.        Stockholders' Equity

The Company's capital shares are as follows:

Class A Convertible Preferred Stock, $10.00 par value, 300,000 shares authorized
at June 30, 1999 and December 31, 1998, and -0- shares issued and outstanding at
June 30, 1999 and December 31, 1998.

Common Stock, $.000009 par value, 90,000,000 shares authorized June 30, 1999 and
December 31, 1998,  45,544,177  shares were issued at June 30, 1999 and December
31, 1998, respectively,  and 44,453,334, shares outstanding at June 30, 1999 and
December 31, 1998,  respectively.  The treasury shares of 1,090,843  account for
the difference in the issued and outstanding shares.

4.        Earnings Per Share

For the fiscal  periods ending June 30, 1999 and June 30, 1998, 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.

5.        Bankruptcy Proceedings

On  February  27, 1998 (the  "Petition  Date"),  the  Company  filed a Voluntary
Petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court,  District of Rhode Island. The Company's wholly owned subsidiaries Victor
and  Victel  were not  party to the  bankruptcy  filing  on the  Petition  Date.
Pursuant to the filing of the voluntary  petition,  the Company filed a petition
for financial reorganization in December 1998.

At the time of the bankruptcy  filing,  Quadrax was  prohibited  from paying and
creditors  were  prohibited  from  attempting to collect claims or debts arising
prior to the Petition Date without approval of the Bankruptcy Court. The primary
objective  of the  Company  during the  Chapter 11  Bankruptcy  was to develop a
Reorganization  Plan (the "Plan") which,  with the concurrence of its creditors,
would allow the Company to operate  without the  supervision  of the  Bankruptcy
Court.  Such a plan was developed  and approved by the United States  Bankruptcy
Court on October 21, 1999, with an effective date of November 5, 1999.


                                      -9-
<PAGE>


  The implementation of the Plan calls for the following:

(1) The  merging  of Victel  and  Victor  into the  Company  with the assets and
liabilities of Victel and Victor being assumed by the Company.

(2) Payment in full to certain creditors of approximately $260,512.

(3) The general  unsecured  creditors of the Company  holding  allowed claims of
$6,744,130  receiving 11,500,000 newly issued shares, 46% of the outstanding new
common stock, on a pro-rata basis,  plus cash equal to their pro-rata portion of
$500,000 held in escrow. Pond Equities, Inc. ( Pond ), a licensed NASDAQ dealer,
located  in New  York,  New York has  offered  to  purchase  from the  unsecured
creditors all or part of the  11,500,000  shares issued for $0.05 per share with
no  commissions  payable by such  creditors,  provided  such shares are tendered
within one year of the confirmation date of the Plan.  Payments for these shares
tendered  within one year are guaranteed by an  irrevocable  letter of credit in
the amount of $575,000  issued by Chase  Manhattan Bank. No creditor is required
to tender  their  shares and the  Company  has not taken any  position as to the
adequacy of the Pond's offer.

     The total pre-petition claims of approximately $7,004,642 has been recorded
as "liabilities subject to compromise" in the balance sheet.

(4) The existing  shareholders of the Company,  approximately  11,000 beneficial
owners, currently holding 44,453,334 shares of common stock, receiving 1,250,000
shares of newly  issued  stock,  5%, of the  common  stock of the  Company  on a
pro-rata basis.  All outstanding warrants have been cancelled.

(5) For payment of $100,000,  the Company is issuing  12,250,000 new shares, 49%
of the  outstanding  new common  stock of the Company ( the  "Private  Placement
Securities"),  to a third party private  investor  group (the "Private  Investor
Group"). These Private Placement Securities are restricted securities within the
meaning of the  Securities Act of 1933, as amended.  The Private  Investor Group
after the  effective  date of the Plan may resell  these  restricted  securities
without   registration  in  accordance  with  Rule  144  promulgated  under  the
Securities Act of 1933, as amended.  The Private  Investor  Group  acquiring the
Private  Placement  Securities  will be  entitled  to  contractual  transferable
anti-dilution rights such that in the event the Company issues additional shares
of stock,  the Private Investor Group will also be issued  additional  shares of
stock so that the Private  Investor Group  continues to retain a 49% interest in
the total  outstanding  shares of Company.  Additionally,  the Private  Investor
Group will have demand registration rights for the Private Placement  Securities
on Form S-3 commencing when the Company becomes  eligible to use such form under
the Securities Act of 1933, as amended.  The Private Investor Group will also be
entitled to piggyback registration rights for the Private Placement Securities.


                                      -10-
<PAGE>

(6) The Company continuing the Quadrax Composites  business by leasing equipment
that is used to  manufacture  and produce its  thermoplastic  tape to an outside
third party  manufacturer  who will utilize the tape produced to build their own
unique  product.  The  Company  will  receive  fees equal to $0.50 per pound for
thermoplastic  tape  manufactured and utilized by the outside third party lessee
and $1.00 per pound for  thermoplastic  tape  produced by the lessee and sold to
other users of the tape.  It is  expected  that this  agreement  will insure the
continuation  of the  Company's  Quadrax  Composites  business  and will add the
support of a  substantial  end user of its  thermoplastic  tape to  further  the
marketing strength of Quadrax Composites.

(7) The Company  issuing a Note  Obligation ("Note") for all  advances  from the
Private Investor Group.  This Note shall bear interest at a rate of 8% per annum
until  maturity.  The  Note  will be  collateralized  by all the  assets  of the
Company,  but will be  subordinated  to the  security  interest of the Company's
primary  lender,  Congress  Financial  Corporation.  Through June 30, 1999,  the
Company has received $2,585,000 in cash pursuant to the Note Obligation of which
$1,035,000 was received in the six months ending June 30, 1999.

(8)  The  Company  maintaining  so-called  Directors  and  Liability  Insurance,
including  company  reimbursement,  in the amount of at least  $5,000,000  ("D&O
Insurance") for the protection of the former and current  officers and directors
of the Company.  The Company has purchased  continued D&O Insurance coverage for
former and current officers and directors of the Company.

(9) That all claims  and debts  against  the  Company  originating  prior to the
Petition  Date which were not  accepted  by the  Company  during the  Chapter 11
Bankruptcy are dismissed and are no longer a liability of the Company.


                                      -11-
<PAGE>


 ITEM II

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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Certain matters discussed in this section and
elsewhere   in  this  Form   10-QSB  are   forward-looking   statements.   These
forward-looking  statements involve risks and uncertainties  including,  but not
limited  to,  economic   conditions,   product  demand  and  industry  capacity,
competition and other risks.

Bankruptcy Filing

Since the  Petition  Date,  the Company has  operated as a  Debtor-in-Possession
under  Chapter 11 of the  Bankruptcy  Code.  Accordingly,  claims which were the
subject of  pre-petition  litigation  were stayed and those claims together with
claims  arising from  pre-petition  defaults and events of default caused by the
filing  of the  petition  were  resolved  in  the  bankruptcy  proceedings.  The
bankruptcy   case  itself  was  resolved  by  a   confirmation   of  a  plan  of
reorganization  proposed  by the  Company  and  agreed to by its  creditors  and
confirmed by the United States  Bankruptcy  Court on October 21, 1999. (See Note
5. Bankruptcy Proceedings)

RESULTS OF  OPERATIONS  FOR THE THREE  MONTHS ENDED JUNE 30, 1999 AS COMPARED TO
THE THREE MONTHS ENDED JUNE 30, 1998

Total  revenues  recognized  during the three  months ended June 30, 1999 ("1999
Period") were  $3,547,000,  a decline of $1,123,000  from revenues of $4,670,000
for the three  months  ended June 30,  1998,  ("1998  Period").  Total  revenues
recognized  during the 1999 Period were  $3,531,000,  a decline of $705,000 from
revenues of $4,236,000 for the 1998 Period.  This decrease in sales is primarily
attributable to the fact that one of the Company's large domestic  customers did
not place  orders with the Company in this period as a result of their  decision
to stop using Victor's electric cords in their products.

Cost of goods sold for the 1999 Period of $3,244,000 decreased $690,000 compared
to the 1998 Period from  $3,933,000.  The reason for this decrease is reflective
of the change in the Company's product mix and the decrease in revenues.

Selling,  general and  administrative  expenses incurred in the 1999 Period were
$479,000  compared to $620,000 in the 1998 Period,  a decrease of $141,000.  The
primary  reason  for this  decrease  is that the  executive  and  administrative
personnel of the Company's  thermoplastic  operation were no longer  employed by
the Company in the 1999 Period.

Interest expense for the 1999 period of $138,000 was an increase of $20,000 over
the 1998 Period of $118,000.  The reason for this  increase is the advances made
by the Private Investor Group to the Company during the fiscal 1999 quarter.

Other income  increased $9,000 in the 1999 period to $22,000 from $13,000 in the
1998 Period, an insignificant fluctuation.


                                      -12-
<PAGE>

Loss for discontinued  operations decreased $133,000 in the 1999 Period to zero.
The reason for this  decrease  is that  certain of the  Company's  thermoplastic
operations  were  discontinued  and accounted for during fiscal year 1998.  (See
Note 5. Bankruptcy Proceedings)

The  Company's  net loss in the 1999  Period of $336,000  increased  $187,000 as
compared to the 1998 Period loss of $149,000 primarily for the reasons discussed
above.

RESULTS OF  OPERATIONS  FOR SIX MONTHS  ENDED JUNE 30,  1999 AS  COMPARED TO SIX
MONTHS ENDED JUNE 30, 1998

Total  revenues  recognized  during the six months  ending  June 30, 1999 ("1999
Period") were  $7,079,000,  a decline of $1,828,000  from revenues of $8,906,000
for the 1998 Period.  This  decrease in sales is primarily  attributable  to the
fact that one of the  Company's  large  domestic  customers did not place orders
with the  Company  in this  Period as a result of their  decision  to stop using
Victor's electric cords in their products.

The cost of goods sold for the 1999  Period was  $6,570,000,  which  represented
92.8% of sales. The cost of goods sold for the 1998 Period was $8,160,000, which
represented  91.6% of sales.  The  primary  reason  for this  decrease  in gross
margins in the 1999 Period is due to a change in the Company's product mix where
the small appliance cordset products with their smaller profit margins comprised
a larger  portion  of the  Company's  sales,  as  opposed to sales of power tool
cordsets which generally produce higher profit margins.

Selling,  general and administrative  expenses ("SG&A") decreased by $561,000 in
the 1999 Period to  $1,043.000,  compared to $1,604,000 in the 1998 Period.  The
primary  reason  for this  decrease  is that the  executive  and  administrative
personnel of the Company's  thermoplastic  operation were no longer  employed by
the Company in the 1999 Period.

Interest expense  decreased $60,000 to $271,000 in the 1999 Period from $331,000
in the 1998  Period.  The  reason  for  this  decrease  is that the 1998  Period
includes an accrual for penalty  interest of $75,000  pursuant to a  contractual
provision  which  required the Company to file with the  Securities and Exchange
Commission,  and have declared effective,  a registration statement covering the
resale of shares  of  common  stock  issuable  upon  conversion  of  convertible
debentures issued in fiscal 1997.

Other net  decreased  $33,000 to an expense of $14,000 in the 1999  Period.  The
primary reason for this fluctuation was the monies the Company paid for remedial
environmental work at its plant in West Warwick, Rhode Island.

Loss from  discontinued  operations  decreased  $1,097,000 in the 1999 Period to
zero.  The  reason  for this  decrease  is the  termination  of  certain  of the
Company's thermoplastic  operations which was accounted for in fiscal 1998. (See
Note 5 - Bankruptcy Proceedings).


The Company's net loss in the 1999 Period of $820,000  decreased by  $1,448,000,
as compared to the 1998 Period  loss of  $2,267,000,  primarily  for the reasons
discussed above.


                                      -13-
<PAGE>


Financial Position, Liquidity and Capital Resources

At June 30, 1999,  the Company had total assets of $8,083,565 and a stockholders
deficit of $8,609,287.  Current assets were  $5,533,553 and current  liabilities
were  $3,724,966,  resulting  in working  capital  of  $1,808,587.  The  current
liabilities  reflect the  outstanding  liabilities of the Victor  subsidiary and
Quadrax Debtor-in-Possession  post-petition liabilities. The liabilities subject
to compromise,  $7,004,642,  represent the  pre-petition  liabilities of Quadrax
Debtor-  in-Possession  that are eligible for compromise because they are either
unsecured,  disputed,  contingent  or under secured and subject to compromise in
the Chapter 11 reorganization.

Cash and cash equivalents  decreased by $7,000 from December 31, 1998 to $37,000
at June 30, 1999, an insignificant fluctuation.

Accounts  receivable  increased by $201,000,  principally  due to the operations
gearing  up for  higher  cyclical  sales  experienced  during  the mid and later
quarters of the calendar year.

Inventories  increased  by  $317,000.  The  reason  for this is an  increase  in
Victor's   inventories  due  to  build-up  of  product   required  for  Victor's
anticipated  higher cyclical  shipments during the mid and later quarters of the
calendar year.

Attorney's escrow increased  $214,000 to $1,214,000 at June 30, 1999. The reason
for this reflects the collection by the Company of the proceeds from the auction
of the  Company's  thermoplastic  assets  in the 1999  Period  of  approximately
$400,000.  Offsetting  this  collection was the payment of certain post petition
liabilities as ordered by the Court.

Other current assets  decreased  $400,000 in the 1999 Period to $166,000 at June
30, 1999. The primary reason for this decrease is the remittance of the proceeds
of the  thermoplastic  division assets auction sale to the Company's  bankruptcy
attorney escrow account.

The current  portion of long-term debt increased by $27,000 due to the financing
lease  the  Company  entered  into to pay for its new  computer  system  and the
related software acquired in the 1999 Period.

Accounts payable and accrued expenses decreased by $639,000. The primary reasons
for this  decrease  include  the  payment  by the  Company  of a portion  of its
post-petition thermoplastic liabilities incurred pursuant to court orders, which
amounted to approximately  $200,000,  and the payment by the Company of past due
vendor's  accounts payable along with a reduction of past due amounts to vendors
in the approximate amount of $400,000.

Liabilities  subject to  compromise  amounted to $7,005,000 at June 30, 1999 and
December  31,  1998.  These  liabilities  subject to  compromise  represent  the
pre-petition liabilities of Quadrax  Debtor-in-Possession  that are eligible for
compromise  because they are either  unsecured,  disputed,  contingent  or under
secured and subject to compromise in the Chapter 11 reorganization. (See Note 5.
Bankruptcy Proceedings)


                                      -14-
<PAGE>

Long  term  debt,  net  of  the  current   portion,   increased   $1,674,000  to
approximately  $5,963,000 at June 30, 1999.  The reason for this increase is the
additional  monies in the amount of $1,035,000  borrowed by the Company from the
Private Investor Group pursuant to the Bankruptcy Reorganization, The balance of
the increase in long term debt reflects additional  borrowing from the Company's
primary lender, Congress Financial Corporation,  to fund working capital for the
Company's seasonal business.


In the first six months of fiscal 1999, capital  expenditures were approximately
$120,000.  These  monies  were  used  to  purchase  a new  computer  system  and
applicable software.

The Company  generated  revenues of  approximately  $7,079,000  in the first six
months of fiscal 1999  and, as a result,  operations were not a total source of
funds or liquidity for the Company.  The Company  continues to depend on outside
financing for the cash required to fund its  operations.  Net funds  provided by
financing activities in the first six months of fiscal 1999, after giving effect
to the  repayment  of debt,  totaled  approximately  $1,690,000,  as compared to
$335,000 during the six months ended June 30, 1998.

YEAR 2000 ISSUES

The  Company  initiated  its  efforts  to  obtain  Year 2000  compliance  in the
information  systems  area in  September  1997.  This  project is expected to be
completed on or about September 30, 1999. The internal and external expenses the
Company  incurred  for the  operational  compliance  on this  project  were  not
significant.


                                      -15-
<PAGE>

                               QUADRAX CORPORATION



Part     II - Other Information


Item     3. Defaults Upon Senior Securities

As of March 30, 1998, Quadrax was notified that the Bankruptcy filing by Quadrax
Corporation,  on February 27,  1998,  caused an event of default on its Congress
debt.  The  amount  of the  Congress  debt  outstanding  at June  30,  1999  was
approximately $3,222,892. The lender has not accelerated the loan.


Item     5. Other Information

            None


Item     6. Exhibits and Reports on Form 8-K

            None


Exhibit  27. Financial Data Schedule


<PAGE>

                               QUADRAX CORPORATION



                                   SIGNATURES




 In accordance with the requirements of the Securities Exchange Act of 1934, the
 registrant  caused this  report to be signed on its behalf by the  undersigned,
 thereunto duly authorized.

                          QUADRAX CORPORATION

                   By: /s/ James J. Palermo
                       ------------------------
                           James J. Palermo
                           President and Chief Executive Officer
                           (Principal Executive Officer)

                           Dated:  February 18, 2000