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

                                      -1-
<PAGE>


Part I - Financial Information

                                                                            Page
                                                                            ----
Item 1    Consolidated Financial Statements

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


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

          Consolidated Statements of Cash Flows for the nine
          months ended September 30, 1999 and September 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


                                                  September 30,     December 31,
                                                       1999             1998
                                                    ---------        ---------
Current assets:
  Cash and cash equivalents                        $      476      $    44,805
  Accounts receivable, less allowances
    of $56,549 at September 30, 1999 and
    $113,805 at December 31, 1998                   2,431,533        2,105,556
  Inventories                                       2,190,219        1,492,933
  Attorney's escrow                                 1,146,519        1,000,184
  Other current assets                                113,033          566,386
                                                    ---------        ---------
                              TOTAL CURRENT ASSETS  5,881,780        5,209,864


Property, plant and equipment, net                  2,232,265        2,497,098


Other assets                                           85,006           65,495


Deferred assets, net                                  103,148           69,462
                                                   ----------       ----------

                                     TOTAL ASSETS $ 8,302,199      $ 7,841,919
                                                   ==========       ==========


     See accompanying notes to the consolidated financial statements.


                                      -3-
<PAGE>


                             Quadrax Corporation

                   Consolidated Balance Sheets (continued)

                     LIABILITIES AND STOCKHOLDERS' EQUITY


                                               September 30,     December 31,
                                                   1999             1998
                                                 ---------        ---------
Current liabilities not subject to compromise:
  Current portion of long-term debt           $    186,930       $   206,920
  Accounts payable                               2,587,077         3,608,858
  Accrued expenses                                 617,393           522,017
                                                 ---------         ---------
                    TOTAL CURRENT LIABILITIES    3,391,400         4,337,795


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

Long-term debt, less current portion             6,963,754         4,289,027

                                                 ---------         ---------
                            TOTAL LIABILITIES   17,359,796        15,631,464
                                                 ---------         ---------

Stockholders' equity:
  Common stock                                         414               414
  Additional paid-in capital                    73,167,449        73,167,449
  Retained earnings, deficit                   (80,498,911)      (79,230,959)
                                                 ---------        ----------
                                               ( 7,331,048)      ( 6,062,996)

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

         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   (9,057,597)       (7,789,545)
                                                 ---------         ---------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 8,302,199       $ 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 September 30,    Nine Months Ended September 30,
                  ------------------------------       -----------------------------
                          1999          1998               1999           1998
                        ---------    ---------           ---------     ---------
<S>                    <C>           <C>             <C>             <C>
NET SALES              $3,401,159    $4,602,429      $10,479,797     $13,508,603

COST OF GOODS SOLD      3,177,285     3,848,951        9,747,191      12,008,674
                        ---------     ---------        ---------      ----------
     Gross Profit         223,874       753,478          732,606       1,499,929


OPERATING EXPENSES:

Selling, general and
 administrative           518,946       522,888        1,561,969       2,126,432
                        ---------     ---------        ---------       ---------
Income(Loss)
  from operations        (295,072)      230,590         (829,363)       (626,503)



OTHER INCOME (EXPENSE):

Interest expense         (136,734)     (112,691)        (407,833)       (444,021)
Other, net                (16,505)        2,341          (30,857)         20,727
                         --------      --------         ---------       --------
Income(Loss)
 Continuing Operations   (448,311)      120,240       (1,268,053)     (1,049,797)
Loss From
 Discontinued Operations       -0-     (102,626)             -0-      (1,199,933)
                         --------      --------         ---------      ---------

     NET INCOME(LOSS)  ($ 448,311)      $17,614       ($1,268,053)   ($2,249,730)
                        =========     =========         =========      =========

NET LOSS PER COMMON SHARE  ($0.01)       ($0.00)           ($0.03)        ($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)


                                                 Nine Months           Nine Months
                                                    Ended                  Ended
                                             September 30, 1999     September 30, 1998
                                              ----------------       ----------------
<S>                                               <C>             <C>
Cash flows from operating activities:
Net loss                                          ($ 1,268,053)   ($ 2,249,730)
 Adjustments to reconcile net income to
   net cash used in operating activities:
    Depreciation & amortization of fixed assets        387,090         471,880
    Amortization of intangibles                         15,480          21,375
    Provision for bad debt                                 -0-          40,000
    Increase (decrease) in cash resulting from
       changes in:
       Accounts receivable                            (325,977)       (753,438)
       Inventories                                    (697,286)       (198,230)
       Prepaid expenses and other                      307,018          42,296
       Accounts payable and accrued expenses          (925,605)      1,962,486

                                                  ------------    ------------
 Net cash used in operating activities              (2,507,333)       (663,361)
                                                  ------------    ------------
Cash flows from investing activities:
 Capital expenditures, net                            (122,257)         (8,455)
 Other intangible assets purchased                     (53,197)        (25,780)
                                                  ------------    ------------
Net cash used in investing activities                 (175,454)        (34,235)
                                                  ------------    ------------
Cash flows from financing activities:
  Advances by private investor                       1,705,000             -0-
 Issuance of debt                                   11,677,400       1,231,689
 Repayment of debt                                 (10,743,942)       (585,556)
                                                  ------------    ------------
Net cash provided by financing activities            2,638,458         646,133
                                                  ------------    ------------
Net increase (decrease) in cash
  and cash equivalents                                 (44,329)        (51,463)
Cash and cash equivalents at
  beginning of period                                   44,805          53,042
                                                  ------------    ------------
Cash and cash equivalents
  at end of period                                $        476    $      1,579
                                                  ============    ============

Supplemental cash flow information:
 Cash interest paid                               $    256,121    $    319,693
                                                  ============    ============


           See accompanying notes to the consolidated financial statements.

</TABLE>


                                      -6-
<PAGE>

                              QUADRAX CORPORATION



                Consolidated Statements of Cash Flows (continued)
                           for the Nine Months Ended
                   September 30, 1999 and September 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 September 30, 1999 and the results of  operations  for
the nine months ended  September 30, 1999 and September 30, 1998. The results of
operations  for the  nine  month  period  ended  September  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 six months ended June 30, 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
$3,788,505  and  $2,945,947  as of  September  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  approximately  $2,000,000 would remain
outstanding  under this agreement for an  uninterrupted  period extending beyond
one year from September 30, 1999 and December 31, 1998. As a result, this amount
under the revolving loan agreement has 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  September  30,  1999 and  December  31,  1998,  and -0-  shares  issued  and
outstanding at September 30, 1999 and December 31, 1998.

Common Stock,  $.000009 par value,  90,000,000 shares  authorized  September 30,
1999 and December 31, 1998,  45,544,177 shares were issued at September 30, 1999
and December 31, 1998,  respectively,  and  44,453,334,  shares  outstanding  at
September 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 September 30, 1999 and September 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 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 piggy-back 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 September 30, 1999, the
Company has received $3,255,000 in cash pursuant to the Note Obligation of which
$1,705,000 was received in the nine months ending September 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 OPERATIONS


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  September 30, 1999 as compared
to the Three Months Ended September 30, 1998

Total  revenues  recognized  during the three  months ended  September  30, 1999
("1999  Period")  were  $3,401,000,  a decline of  $1,201,000  from  revenues of
$4,602,000 for the three months ended September 30, 1998 ("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 during
the three months ended  September 30, 1999 as a result of their decision to stop
using Victor's electric cords in their products.

Cost of  goods  sold  for the  third  quarter  of 1999 of  $3,177,000  decreased
$672,000 in the three  months  ended  September  30, 1999  compared to the three
months ended September 30, 1998 from $3,849,000. 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 three months ended
September 30, 1999 were $519,000  compared to $523,000 in the three months ended
September 30, 1998, an insignificant fluctuation.

Interest  expense for the third  quarter of 1999 of $137,000  was an increase of
$24,000 over the 1998 third quarter of $113,000. The reason for this increase is
the advances made by the Private Investor Group to the Company during the fiscal
1999 quarter.

Loss for discontinued operations decreased $103,000 in the 1999 third quarter 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  $448,000  increased


                                      -12-
<PAGE>

$465,000 as compared  to the 1998  Period when the Company  made a small  profit
primarily for the reasons discussed above.

RESULTS OF  OPERATIONS  FOR NINE MONTHS ENDED SEPTEMBER 30, 1999 AS COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1998

Total revenues  recognized during the nine months ending September 30, 1999 were
$10,480,000, a decline of $3,029,000,  from revenues of $13,509,000 for the nine
months  ending   September  30,  1998.  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  during the three months ended  September  30,
1999 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  $9,747,000,  which  represented
93.0% of sales.  The cost of goods  sold for the 1998  Period  was  $12,009,000,
which  represented 88.9% 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 $564,000 in
the 1999 Period to  $1,562,000,  compared to $2,126,000 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 $36,000 to $408,000 in the 1999 Period from $444,000
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  $52,000 to an expense of $31,000 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  $1,200,000 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 $1,288,000  decreased by $962,000,
as compared to the 1998 Period  loss of  $2,250,000,  primarily  for the reasons
discussed above.


                                      -13-
<PAGE>


FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

At  September  30,  1999,  the  Company  had total  assets of  $8,302,199  and a
stockholders  deficit of $9,057,597.  Current assets were $5,881,780 and current
liabilities  were  $3,391,400,  resulting in working capital of $2,490,380.  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 $44,000 from December 31, 1998 to $476 at
September 30, 1999, an insignificant fluctuation.

Accounts  receivable  increased by $326,000,  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  $697,000.  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  $146,000 to $1,147,000 at September 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  $453,000  in the 1999  Period to  $113,000 at
September 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 decreased by $20,000,  an  insignificant
fluctuation.

Accounts payable and accrued expenses decreased by approximately  $935,000.  The
primary  reasons  for this  decrease  included  the  payment by the Company of a
portion of its post-petition thermoplastic liabilities of approximately $300,000
pursuant  to court  orders,  the  payment by the  Company  of past due  vendor's
accounts  payable  along  with  a  reduction  of  amounts  due  vendors  in  the
approximate  amount of $500,000,  and the  settlement  and payment of monies due
various governmental authorities in the 1999 Period in the approximate amount of
$135,000.

Liabilities  subject to compromise  amounted to $7,005,000 at September 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   $2,675,000  to
approximately  $6,964,000 at September 30, 1999. The reason for this increase is
the additional  monies in the amount of $1,705,000  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 nine 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  $10,478,000 in the first nine
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 nine  months of fiscal  1999,  after  giving
effect to the repayment of debt, totaled approximately  $2,638,000,  as compared
to $646,000 during the nine months ended September 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 was  successfully
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 September  30, 1999 was
approximately $3,624,195.

Item     5. Other Information

            None


Item     6. Exhibits and Reports on Form 8-K

            None


Exhibit  27. Financial Data Schedule


                                      -16-
<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