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

                               AMENDMENT NO. 1 TO
                                   FORM 10-QSB

                                   (Mark One)

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

                  For the quarterly period ended December 31, 2001

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT

                        For the transition period from to

                          Commission File No. 000-28513

                              Liquidix, Inc.
                         (f/k/a Learner's World, Inc.)
                 (Name of Small Business Issuer in Its Charter)

                                    Florida
                        (State of Other Jurisdiction of
                         Incorporation or Organization)


                                   11-3331350
                                (I.R.S. Employer
                              Identification No.)

            16929 E. Enterprise Drive, #206, Fountain Hills, Arizona 85268
              (Address of Principal Executive Offices) (Zip Code)

                                 (480) 816-6140
                (Issuer's Telephone Number, Including Area Code)

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          No X

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of April 17, 2002 the Company
had 29,450,004 shares of Common Stock outstanding, $0.0001 par value.

                                       1

<PAGE>

                          Index to Financial Statements
                               Liquidix, Inc.
<TABLE>
<S>                                           <C>

Balance sheets

Statements of operations

Consolidated Statement of Changes in Stockholders' Equity

Statements of cash flows

Notes to financial statement

Item 2.  Management's Discussion and
Analysis of Financial Condition and
Results of Operations.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities.

Item 3. Defaults Upon Senior Securities.

Item 4. Submission of Matters to a Vote of Security Holders.

Item 5. Other Information

Item 6. Exhibits and Reports of Form 8-K.

Signatures

</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         As used herein, the term "Company" refers to Liquidix, Inc., a
Florida corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements,
including a balance sheet for the Company as of the quarter ended December 31,
2001 and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year, are attached hereto as Pages F-1 through F-5 and are
incorporated herein by this reference.

<PAGE>

                              FINANCIAL STATEMENTS

                               TABLE OF CONTENTS

Balance sheets                                          F-1-2

Statements of operations                                F-3

Consolidated Statement of Changes in                    F-4
Stockholders' Equity

Statements of cash flows                                F-5-6

Notes to financial statement                            F-7

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                           CONSOLIDATED BALANCE SHEETS
                          December 31, 2001 (Unaudited)

                                                                 December 31,
                                                                     2001
                                                                 (Unaudited)
                                                               -----------------
Current Assets:
     Cash and cash equivalents                                        $ 281,984
     Accounts receivable, net                                           575,167
     Inventory                                                          427,515
                                                               -----------------

              Total Current Assets                                    1,284,666
                                                               -----------------

Property and equipment                                                   99,992
                                                               -----------------

Other Assets:
     Deposits                                                             7,500
     Prepaid expenses                                                   158,843
     License agreement                                                  500,000
     Goodwill                                                         1,670,311
                                                               -----------------

                                                                      2,336,654

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

              Total Assets                                           $3,721,312
                                                               =================



                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-1

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                     CONSOLIDATED BALANCE SHEETS (Continued)
                          December 31, 2001 (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                       2001
                                                                                   (Unaudited)
                                                                                 -----------------
<S>                                                                                    <C>
Current Liabilities:
     Accounts payable                                                                   $ 482,311
     Notes payable related party                                                          110,375
     Accrued liabilities                                                                  351,817
                                                                                 -----------------

              Total Liabilities                                                           944,503
                                                                                 -----------------
Minority interest:                                                                         18,213
                                                                                 -----------------
Commitments:                                                                                    -

Stockholders' Equity:
     Common Stock - $.0001 par value;  75,000,000 shares
        authorized, 29,450,004 shares issued and outstanding                                2,945
     Additional paid in capital                                                         3,871,077
     Accumulated deficit                                                               (1,132,185)
     Foreign currency translation adjustment                                               16,759
                                                                                 -----------------

              Total Stockholders' Equity                                                2,758,596
                                                                                 -----------------
              Total Liabilities and Stockholders' Equity                               $3,721,312
                                                                                 =================
</TABLE>



                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-2

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
      For the Three and Nine Month Periods Ended December 31, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                              Nine Months Ended                     Three Months Ended
                                                 December 31,                          December 31,
                                            2001              2000                2001              2000
                                       ----------------  ---------------     ---------------   ---------------
<S>                                         <C>              <C>                  <C>              <C>
Sales                                       $1,802,877       $3,032,399           $ 506,578        $1,354,829

Cost of Sales                                1,042,287        1,498,964             287,533           586,495
                                       ----------------  ---------------     ---------------   ---------------

Gross Profit                                   760,590        1,533,435             219,045           768,334

General & Administrative

  Expenses                                   1,394,108        1,088,374             630,018           373,445
                                       ----------------  ---------------     ---------------   ---------------

Income (Loss) from Operations                 (633,518)         445,061            (410,973)          394,889
                                       ----------------  ---------------     ---------------   ---------------

Other Income (Expenses)
   Interest Expense                             (7,546)          (3,094)             (3,856)           (1,564)
   Interest Income                               1,122            2,010                 102             1,157
                                       ----------------  ---------------     ---------------   ---------------

Total Other Income (Expense)                    (6,424)          (1,084)             (3,754)             (407)
                                       ----------------  ---------------     ---------------   ---------------

Minority Interest                                2,006                -                (180)                -
                                       ----------------  ---------------     ---------------   ---------------

Net Income (Loss)                            $(637,936)       $ 443,977           $(414,907)        $ 394,482
                                       ================  ===============     ===============   ===============

Basic and diluted income
   (loss) per common share                     $ (0.07)          $ 0.37             $ (0.01)           $ 0.33
                                       ================  ===============     ===============   ===============

Weighted-average number of
  shares outstanding                         9,520,516        1,200,000          28,458,063         1,200,000
                                       ================  ===============     ===============   ===============
</TABLE>


                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-3

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
          For the Nine Month Period Ended December 31, 2001 (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                   Additional
                                             Preferred Stock         Common Stock           Treasury Stock          Paid-In
                                                  Amount                Amount                 Amount               Capital
                                                  ------                ------                 ------               -------
<S>                                            <C>                   <C>                   <C>                   <C>
Balance at March 31, 2001                      $        51           $    10,332           $   (50,500)          $ 3,608,639

Merger with Learner's World Inc. and
  recapitalization of equity                           (51)               (7,622)               50,500               (42,827)
Issuance of common stock for services                   --                   235                    --               305,265
Foreign currency translation
 adjustment                                             --                    --                    --                    --
Net Loss                                                --                    --                    --                    --
                                               -----------           -----------           -----------           -----------

Balance at December 31, 2001                   $        --           $     2,945           $        --           $ 3,871,077
                                               ===========           ===========           ===========           ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                       Cummulative            Total
                                                Accumulated            Translation        Stockholders'
                                                   Deficit               Account             Equity
                                                   -------               -------             ------
<S>                                            <C>                   <C>                  <C>
Balance at March 31, 2001                      $  (494,249)          $        --          $ 3,074,273

Merger with Learner's World Inc. and
  recapitalization of equity                            --                    --                   --
Issuance of common stock for services                   --                    --              305,500
Foreign currency translation
 adjustment                                             --                16,759               16,759
Net Loss                                          (637,936)                   --             (637,936)
                                               -----------           -----------          -----------

Balance at December 31, 2001                   $(1,132,185)          $    16,759          $ 2,758,596
                                               ===========           ===========          ===========
</TABLE>

                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-4

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Nine Month Periods Ended December 31, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                               2001            2000
                                                                          ---------------  --------------
Cash flows from operating activities:
<S>                                                                           <C>              <C>
    Net (Income) Loss                                                         $ (637,936)       $443,977

    Adjustments to reconcile net loss to net
      cash provided (used) by operating
      activities:

        Depreciation and amortization                                            337,720          46,708
        Minority interest                                                         (2,006)              -
        Stock issued for debt                                                    305,500               -
    Changes in Assets and Liabilities:
        Accounts receivable                                                      277,301        (674,201)
        Inventory                                                                 79,162        (231,671)
        Prepaid expenses                                                        (132,032)           (460)
        Accounts payable                                                        (420,690)        375,586
        Accrued liabilities                                                      109,325         (60,851)
                                                                          ---------------  --------------
    Net cash used by operating activities                                        (83,656)       (100,912)
                                                                          ---------------  --------------
Cash flows from investing activities:

        Purchase of fixed assets                                                  (1,200)        (96,008)
                                                                          ---------------  --------------

    Net cash used by investing activities                                         (1,200)        (96,008)
                                                                          ---------------  --------------

Cash flows from financing activities:

        Proceeds from debt                                                       100,566          29,867
        Repayment of debt                                                         (5,191)              -
        Repayment of capital lease                                               (11,850)        (16,035)
        Proceeds from issuance of stock                                                -          30,443
                                                                          ---------------  --------------

    Net cash provided by financing activities                                     83,525          44,275
                                                                          ---------------  --------------

    Effect of exchange rate changes on cash                                       14,312          74,423
                                                                          ---------------  --------------

Net increase (decrease) in cash and cash equivalents                              12,981         (78,222)

Cash and cash equivalents at beginning of period                                 269,003         100,849
                                                                          ---------------  --------------

Cash and cash equivalents at end of period                                      $281,984        $ 22,627
                                                                          ===============  ==============
</TABLE>


                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-5

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
           For the Nine Month Periods Ended December 31, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                   December 31,
                                                                               2001            2000
                                                                          ---------------  --------------
Supplemental disclosure of cash flow information:
<S>                                                                             <C>              <C>
    Interest paid                                                                $ 7,546         $ 3,094
                                                                          ===============  ==============

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

Non cash investing and financing activities:

    Stock issued for services                                                   $305,500             $ -
                                                                          ===============  ==============
</TABLE>





                       See the Accompanying Notes to These
                        Consolidated Financial Statements

                                      F-6

<PAGE>

                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                         (A SUSIDARY OF LIQUIDICS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 LIQUIDIX, INC.
                        (FORMERLY LEARNER'S WORLD, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 nine month period ended December 31,
2001 are not necessarily indicative of the results that may be expected for the
year ended March 31, 2002. The unaudited consolidated financial statements
should be read in conjunction with the audited financial statements and
footnotes thereto for the year ended March 31, 2001.

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 gave 27,000,000 common shares of LWI stock. 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.

                                      F-7


<PAGE>

Item 2.  Management's Discussion and Analysis
---------------------------------------------

THREE MONTHS ENDED DECEMBER 30, 2001

Gross revenues for the three months ended December 31, 2001 were $506,578
compared to $1,354,829 for the same period in 2000, a decrease of $848,251 or
62.6%. The gross revenues for the three months ended December 30, 2001, were
lower than the comparable three months in 2000 due to a downturn in the
technology sector and the subsequent cancellation or postponement of previous
sales orders.

The cost of sales for the three months ended December 30, 2001 and 2000 were
$287,533 and $586,495 respectively. The decrease of $298,962 or 51% was
primarily due to the decrease in sales revenues caused by a downturn in the
technology sector.

Net loss was $414,907 for the three months ended on December 30, 2001 compared
to a net income of $394,482 for the comparable three months in 2000. Net income
(loss) as a percentage of revenues for the three month periods were (81.9%) and
29.1%, respectively.

General and administrative expenses were $630,018 for the three months ended
December 30, 2001 and $373,445 for the comparable period in 2000, an increase of
$256,573, or 68.7%. The increase was primarily due to professional fees incurred
in relation to the merger between Learner's World, Inc. and Advanced Fluid
Systems, Inc. and increased travel costs.

NINE MONTHS ENDED DECEMBER 30, 2001

Gross revenues for the nine months ended December 30, 2001 were $1,802,877
compared to $3,032,399 for the same period in 2000, a decrease of $1,229,522 or
40.5%. The gross revenues for the nine months ended December 30, 2001, were
lower than the comparable nine months in 2000 due to a downturn in the
technology sector and the subsequent cancellation or postponement of previous
sales orders.

The cost of sales for the nine months ended December 30, 2001 and 2000 were
$1,042,287 and $1,498,964 respectively. The decrease of $456,677 or 30.5% was
primarily due to the decrease in sales revenues caused by a downturn in the
technology sector.

Net loss was $637,936 for the nine months ended on December 30, 2001 compared to
net income of $443,977 for the comparable nine months in 2000. Net income (loss)
as a percentage of revenues for the nine month periods were (35.4%) and 14.6%,
respectively

General and administrative expenses were $1,394,108 for the nine months ended on
December 30, 2001 and $1,088,374 for the comparable period in 2000, an increase
of $305,734 or 28.1%. The increase was primarily due to professional fees
incurred in relation to the merger between Learner's World, Inc. and Advanced
Fluid Systems, Inc., increased travel costs, and professional fees incurred in
relation to the merger between Liquidics, Inc. and Advanced Fluid Systems, Ltd.

<PAGE>

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None

Item 2. Changes in Securities.   None

Item 3. Defaults Upon Senior Securities.  Not Applicable

Item 4. Submission of Matters to a Vote of Security  Holders. None

Item 5. Other Information. None

Item 6. Exhibits and Reports of Form 8-K.

               (a)  Exhibits.
                    None

               (b)  Report on Form 8-K
                    A Form 8-K was filed on April 17, 2002 regarding Item 4
                    based on Changes in Registrant's Certifying Accountant and
                    Item 8 based on a Change in Fiscal Year. (SEC File No.
                    000-28513)

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on May 23, 2002.

                                                     LIQUIDIX, INC.


                                                     By: /s/ Perry A. Barker
                                                     --------------------------

                                                             Perry A. Barker
                                                             President

Date: May 23, 2002