<PAGE>

      As Filed with the Securities and Exchange Commission on October 1, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 2 TO
                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED JUNE 30, 2002

                           COMMISSION FILE NO. 0-28513

                             -----------------------

                                 LIQUIDIX, INC.
                 (Name of Small Business Issuer in Its Charter)

            FLORIDA                                             86-0000714
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

         16929 E. ENTERPRISE DRIVE, #206, FOUNTAIN HILLS, ARIZONA 85268
                    (Address of Principal Executive Offices)

                                 (480) 816-6140
                           (Issuer's Telephone Number)

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 at the latest practicable date.

As of August 16, 2002, the registrant had 29,725,004 shares of common stock
issued and 13,106,406 outstanding, $0.0001 par value.

Transitional small business disclosure format (check one): Yes [ ]  No [X]

================================================================================





<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.
                                                                    Page No.
                                                                    --------

           Balance Sheet                                              F-1
           Statements of Operations                                   F-2
           Statements of Cash Flows                                   F-3
           Notes to Financial Statements                              F-5





<PAGE>
<TABLE>
                                           LIQUIDIX, INC.
                                  (FORMERLY LEARNER'S WORLD, INC.)
                                  (A SUBSIDIARY OF LIQUIDICS, INC.)
                                     CONSOLIDATED BALANCE SHEETS
                            JUNE 30, 2002 (UNAUDITED) AND MARCH 31, 2002

<CAPTION>

                                               ASSETS

                                                                 June 30,
                                                                   2002             March 31,
                                                                (Unaudited)           2002
                                                                ------------      ------------
<S>                                                             <C>               <C>
Current Assets
   Cash and cash equivalents                                    $   301,299       $   445,690
   Accounts receivable, net                                         605,382           438,977
   Inventory                                                        434,685           406,314
   Prepaid expenses                                                 119,116                --
                                                                ------------      ------------

             Total Current Assets                                 1,532,482         1,290,981

Property and Equipment, net                                          90,192            93,710

Acquisition Costs, net                                              180,068           192,346
Other Assets                                                         77,748            48,745
                                                                ------------      ------------

             Total Assets                                       $ 1,880,490       $ 1,625,782
                                                                ============      ============

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Notes payable                                                $    95,375       $   253,375
   Accounts payable                                                 555,389           549,787
   Accrued liabilities                                              246,349           267,379
                                                                ------------      ------------

             Total Liabilities                                      897,113         1,070,541
                                                                ------------      ------------

Minority interest                                                    17,512            17,512
                                                                ------------      ------------

Commitments and Contingencies                                             -                 -

Stockholders' Equity
   Common stock - $.0001 par value, 75,000,000 shares
      authorized, 29,725,004 and 29,450,004 shares issued
      and outstanding                                                 2,973             2,945
   Additional paid-in capital                                     3,790,014         3,238,442
   Accumulated deficit                                           (2,836,357)       (2,714,884)
   Foreign currency translation adjustment                            9,235            11,226
                                                                ------------      ------------

             Total Stockholders' Equity                             965,865           537,729
                                                                ------------      ------------

             Total Liabilities and Stockholders' Equity         $ 1,880,490       $ 1,625,782
                                                                ============      ============
</TABLE>

                                    See Accompanying Notes to the
                                  Consolidated Financial Statements

                                                F-1





<PAGE>
<TABLE>

                                           LIQUIDIX, INC.
                                  (FORMERLY LEARNER'S WORLD, INC.)
                                  (A SUBSIDIARY OF LIQUIDICS, INC.)
                                CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
          FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)

                                                             June 30,           June 30,
                                                               2002               2001
                                                            (Unaudited)        (Unaudited)
                                                           -------------      -------------
<S>                                                        <C>                <C>
Sales                                                      $    685,892       $    633,685

Cost of Sales                                                   335,817            387,601
                                                           -------------      -------------

Gross Profit                                                    350,075            246,084

General and Administrative Expenses                             443,221            372,053
                                                           -------------      -------------

Loss from Operations                                            (93,146)          (125,969)
                                                           -------------      -------------

Other Income (Expenses)
   Interest income                                                  209                914
   Interest expense                                             (28,536)            (1,865)
                                                           -------------      -------------

Total Other Income (Expense)                                    (28,327)              (951)
                                                           -------------      -------------

Net Loss                                                   $   (121,473)      $   (126,920)
                                                           =============      =============

Basic and Diluted Loss per Common Share                    $      (0.00)      $      (0.00)
                                                           =============      =============

Weighted-Average Number of Common Shares Outstanding:
   Basic and Diluted                                         29,554,895         28,221,646
                                                           =============      =============

</TABLE>

                                    See Accompanying Notes to the
                                  Consolidated Financial Statements

                                                F-2





<PAGE>
<TABLE>

                                              LIQUIDIX, INC.
                                     (FORMERLY LEARNER'S WORLD, INC.)
                                     (A SUBSIDIARY OF LIQUIDICS, INC.)
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
<CAPTION>

                                                                   June 30,         June 30,
                                                                     2002             2001
                                                                  (Unaudited)      (Unaudited)
                                                                  -----------      -----------
<S>                                                                <C>             <C>
Cash flows from operating activities:
   Net loss                                                        $(121,473)      $(126,920)

Adjustments to reconcile net loss to net cash provided
  by operating activities:
       Depreciation and amortization                                  21,662          75,671
       Net assets acquired in acquisition                                  -         155,158
       Amortization of loan discount                                  25,000               -
       Issuance of stock for consulting fees                         251,600               -
Changes in assets and liabilities:
       Accounts receivable                                          (166,405)        134,197
       Inventory                                                     (28,371)         24,973
       Prepaid expense                                              (191,116)              -
       Other assets                                                  (29,003)         31,345
       Accounts payable                                                5,602        (159,334)
       Accrued liabilities                                           (21,032)          6,752
                                                                   ----------      ----------

             Net cash provided (used) by operating activities       (253,536)        141,842
                                                                   ----------      ----------

Cash flows from investing activities:
       Purchase of fixed assets                                       (5,866)              -
                                                                   ----------      ----------

             Net cash used by investing activities                    (5,866)              -
                                                                   ----------      ----------

Cash flows from financing activities:
       Proceeds from debt                                            300,000          70,000
       Repayment of debt                                            (183,000)       (263,211)
       Repayment of capital lease                                          -          (4,518)
                                                                   ----------      ----------

             Net cash provided (used) by financing activities        117,000        (197,729)
                                                                   ----------      ----------

Effect of exchange rate changes on cash and intercompany
   accounts                                                           (1,989)        (43,994)
                                                                   ----------      ----------

Net increase in cash and cash equivalents                           (144,391)        (99,881)

Cash and cash equivalents at beginning of period                     445,690         231,621
                                                                   ----------      ----------

Cash and cash equivalents at end of period                         $ 301,299       $ 131,740
                                                                   ==========      ==========
</TABLE>

                                       See Accompanying Notes to the
                                     Consolidated Financial Statements

                                                F-3





<PAGE>
                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                        (A SUBSIDIARY OF LIQUIDICS, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
          FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)

                                                      June 30,        June 30,
                                                        2002            2001
                                                     (Unaudited)     (Unaudited)
                                                     -----------     -----------

Supplemental disclosure of cash flow information:

   Interest paid                                      $   3,536       $   1,865
                                                      ==========      ==========

   Income taxes paid                                  $      --       $      --
                                                      ==========      ==========

Non-cash investing and financing activities
   Common stock issued for consulting fees            $ 251,600       $      --
                                                      ==========      ==========
   Capital contribution                               $      --       $ 903,014
                                                      ==========      ==========

   Amortization of loan discount                      $  25,000       $      --
                                                      ==========      ==========

                          See Accompanying Notes to the
                        Consolidated Financial Statements

                                      F-4


<PAGE>

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. These statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended June 30, 2002
are not necessarily indicative of the results that may be expected for the year
ended March 31, 2003. The unaudited consolidated financial statements should be
read in conjunction with the audited financial statements and footnotes thereto
for the year ended March 31, 2002.

Merger

Effective October 1, 2001, Learner's World, Inc. ("LWI") acquired one hundred
percent (100%) of the outstanding common stock of Advanced Fluid Systems, Inc.
("AFS"), from its parent company Liquidics, Inc. ("LI"). The stockholders of LWI
received $400,000 and issued 27,000,000 common shares of LWI stock to LI. The
transaction was accounted for as a recapitalization with Liquidics, Inc. as the
accounting acquiror (a reverse merger), as LI's stockholders are the controlling
stockholders of the combined companies. The accompanying consolidated financial
statements of LWI include the accounts of AFS for all periods presented, and the
accounts of LWI from the effective date of the merger.

In conjunction with the merger, LWI changed its name to Liquidix, Inc.

NOTE 2 - CONVERTIBLE DEBT

During the three month period ended June 30, 2002, the Company secured $300,000
in financing through the issuance of an 8% Convertible Promissory Note due May
9, 2004. The note may be prepaid at any time, in whole or in part, without
penalty. During the term of the note, the debtor has the option to repay the
notes in cash, or by the issuance of shares of Liquidix, Inc. common stock.

The holder of the note may elect to convert the amount outstanding there under
into shares of common stock at any time during the term of the note and ending
upon the repayment in full of the principal, at a conversion price equal to the
lesser of $0.73 or sixty percent (60%) of the average of the three lowest
closing bid prices for the common stock for the ten trading days prior to but
not including the conversion date. As of June 30, 2002 the company has not
received any conversion requests. In addition, the Company issued 753,000 common
stock warrants with exercise prices of the lesser of $0.73 or sixty percent
(60%) of the average of the three lowest closing bid prices for the common stock
for the ten trading days prior to but not including the conversion date. The
beneficial features of the note resulted in a discount to the note of $300,000,
which was recorded to additional paid-in-capital at the time the note was issued
and is being charged to interest expense over the life of the note.

                                      F-5

<PAGE>

NOTE 3 - SUBSEQUENT EVENTS

Subsequent to June 30, 2002 Liquidics, Inc. returned to treasury 16,618,598
shares of the Liquidix, Inc. common stock. No consideration was paid for the
treasury stock.

Subsequent to June 30, 2002, the Company secured $250,000 in financing through
the issuance of an 8% convertible Promissory Note due August 28, 2004. During
the term of the note, the debtor has the option to repay the notes in cash or by
issuance of shares of Liquidix, Inc. common stock.

The holder of the note may elect to convert the amount outstanding there under
into shares of common stock at any time during the term of the note and ending
upon the repayment in full of the principal, at a conversion price equal to the
lesser of $0.30 or sixty percent (60%) of the average of the three lowest
closing bid prices for the common stock for the ten trading days prior to but
not including the conversion date.

                                      F-6

<PAGE>

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

WITH THE EXCEPTION OF HISTORICAL MATTERS, THE MATTERS DISCUSSED HEREIN ARE
FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS CONCERNING ANTICIPATED
TRENDS IN REVENUES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS. THERE IS ABSOLUTELY NO ASSURANCE
THAT WE WILL ACHIEVE THE RESULTS EXPRESSED OR IMPLIED IN FORWARD LOOKING
STATEMENTS.

INTRODUCTION

The following discussion should be read in conjunction with our financial
statements and related notes included herein. Certain statements are not based
on historical facts, but are forward-looking statements that are based upon
assumptions about our future conditions that could prove to be inaccurate.
Actual events, transactions and results may materially differ from the
anticipated events, transactions or results described. Our ability to consummate
transactions and achieve events or results is subject to certain risks and
uncertainties, which include, but are not limited to, the existence of demand
for and acceptance of our products, regulatory approvals and developments,
economic conditions, the impact of competition and pricing, and other factors
affecting our business that are beyond our control.

We undertake no obligation and do not intend to update, revise or otherwise
publicly release the result of any revisions to forward-looking statements that
may be made to reflect future events or circumstances.

Although we incurred a significant loss in the current year we believe that the
introduction of our new generation of improved products to the consumer products
industry, provides an expectation that we will achieve profitability during
fiscal year 2002. The past year had an increase in financial and operational
overhead due to the merger with Advanced Fluid Systems, Inc. in October 2001.

RESULTS OF OPERATIONS
PERIOD ENDED JUNE 30, 2002 COMPARED TO PERIOD ENDED JUNE 30, 2001

Revenues for the first quarter ended June 30, 2002 were $685,892 as compared to
$633,685 for the same period ended 2001. The increase in sales, in the amount of
$52,207, or 8% was due to some product deliveries on hold being called for and
delivered. However the technology sector is continuing with its downturn as
there has been no significant increase in product orders.

Cost of sales for the three months ended June 30, 2002 were $335,817 as compared
to $387,601 in 2001. As of percentage of sales, cost of sales decreased from 61%
for 2001 to 55.8% for 2002. The decrease was primarily due to the decrease in
salaries and packaging and shipping charges.

General and administrative expenses were $443,221 for June 30, 2002 as compared
to $372,053 for June, 2001. As of percentage of sales, general and
administrative expenses increased by 5.9%. This was primarily due to the
issuance of common stock for consulting fees.

                                       7

<PAGE>

For the three months ended June 30, 2002, we incurred a net operating loss of
$121,473 or less than one cent per share compared to a net operating loss of
$126,920 or less than one cent per share for the three month period ended June
30, 2001. The loss for June 30, 2001 was primarily due to decreased sales with
lower profit marging.

IMPACT OF INFLATION

We do not believe that inflation will have any material impact on the commercial
activities for the ensuing year, as our products do not fall under categories
that are traditionally affected.

LIQUIDITY AND CAPITAL RESERVES

The primary roadblock facing our plans for growth is our need for capital. We
are actively seeking additional capital resources through the sale of equity.
With additional capital resources we expect to be able to expand our services
and products. At the present time we have adequate working capital for our
immediate business. Additional capital is needed for any and all expansion. We
have no long-term debt, which assists in not needing additional immediate
working capital. Historically, the Company's primary source of cash has been
from operations and debt financing by related parties. Cash used by operating
activities during the first quarter ending June 30, 2002 was $253,536, primarily
the result of increases in accounts receivable, inventory and a decrease in
accrued liabilities in the amounts of $166,405 and $28,371 and $21,032
respectively. Cash provided by operating activities during the first quarter of
2001 was $141,842, primarily the result of the decrease in accounts receivable,
inventory and other assets in the amounts of $134,197, $24,973 and $31,345
respectively.

Cash used in investing activities during the first quarter of 2002 was $5,866
related to the purchase of property and equipment.

Cash provided by financing activities during the first quarter of 2002 was
$117,000 related primarily to proceeds received from a note payable. Cash used
in financing activities during the first quarter 2001 amounted to $197,729
related primarily to the repayment of notes payable.

PLAN OF OPERATIONS FOR FISCAL YEAR 2003

We anticipate that as sales increase we will achieve profitability during fiscal
year 2003. Future activities will be directed towards expanding existing markets
for our products and penetrating new markets. We currently have operations in
the United States and in Great Britain. Future expansion plans will move us into
the Pacific Rim. Advanced Fluid Systems, Ltd., our subsidiary has received a
patent in Europe and the United States for its controllable fluid damper. This
special damper acts as a shock absorber. Instead of using a metal coil spring,
it uses the controllable fluid to soften the jolting effect felt now with a
conventional shock absorber. Prototypes and some additional testing are needed
before this product is marketable. Discussions have been held with a major
manufacturer to joint venture the final developing.

                                        8

<PAGE>

We do not manufacture our own magnetic fluid or controllable fluid for
production. Our present supplier of fluid has approached us with the possibility
of purchasing their company. The purchase of this company would eliminate any
probability of the loss of a critical part of our production process. We are in
active talks with our fluid supplier and terms should be worked out for the
purchase before the end of the year. The damper and purchase of our fluid
supplier will be put into operation if adequate funding is received. We have
sufficient cash flow to manage the day-to-day operations of completing all
ongoing orders. We have agreed upon terms with a private investor for funding.
In addition, we have entered into various consulting agreements to advise and
consult with the Company on certain business and financial matters in foreign
markets and for business development advisory services.

                                       9


<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         From time to time we are subject to litigation incidental to our
business including possible product liability claims. Such claims, if
successful, could exceed applicable insurance coverage. We are not currently a
party to any legal proceedings that we consider to be material.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

         The securities described below represent our securities sold by us for
the three month period ending June 30, 2002 that were not registered under the
Securities Act of 1933, as amended, all of which were issued by us pursuant to
exemptions under the Securities Act. Underwriters were involved in none of these
transactions.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

         None.

SALES OF DEBT AND WARRANTS FOR CASH

         On May 9, 200, we issued a $300,000 principal amount convertible
debenture to Kazi Management VI, Inc. The conversion price for the convertible
debenture is the lesser of $0.73 or 60% percent of the average of the three
lowest closing prices for the common stock for the 10 trading days prior to
conversion date. We also issued common stock purchase warrant to purchase
753,000 shares of common stock in connection with the sale of the convertible
debenture The exercise price for the warrant is the lesser of $0.73, or 60%
percent of the average of the three lowest closing prices for the common stock
for the 10 trading days prior to conversion date.

OPTION GRANTS

         None.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

         All of the above offerings and sales were deemed to be exempt under
Regulation D and Section 4(2) of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offerings and sales
were made to a limited number of persons, all of whom were accredited investors,
business associates of Liquidix or executive officers of Liquidix, and transfer
was restricted by Liquidix in accordance with the requirements of the Securities
Act of 1933. In addition to representations by the above-referenced persons, we
have made independent determinations that all of the above-referenced persons
were accredited or sophisticated investors, and that they were capable of
analyzing the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.

                                       10


<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON 8-K:

(a)      Exhibits.

Exhibit Number               Description
--------------               -----------

99.1              Certification of the President of Liquidix, Inc. Pursuant to
                  18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.

99.2              Certification of the Chief Financial Officer of Liquidix, Inc.
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      No reports on Form 8-K were filed during the fiscal quarter ended June
         30, 2002.

                                       11


<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       LIQUIDIX, INC., a Florida Corporation

Date: September 30, 2002                  By: /s/ Perry Barker
                                          --------------------------------------
                                          Perry Barker, Chairman & President

Date: September 30, 2002                  By: /s/ Jenelle Ray
                                          --------------------------------------
                                          Jenelle Ray, Chief Financial Officer,
                                          Vice President, Secretary, Treasurer,
                                          and Director

                                       12