(DOCUMENT)
(TYPE)10qsba
(SEQUENCE)1
(FILENAME)liquidix-10q-093002.txt
TEXT
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  As Filed with the Securities and Exchange Commission on May 8,2003


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
FORM 10-QSB-A
QUARTERLY REPORT UNDER SECTION 10 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED SEPTEMBER 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 as 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 issuers' classes of
common stock at the latest praticable day

As of January 14, 2003, the registrant had 13,931,387 shares of common stock,
$.001 par value, issued and outstanding

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

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



                                    PAGE 1
                           FINANCIAL INFORMATION

                         ITEM 1. FINANCIAL STATEMENTS

                                            Page No.
                                            ----------

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



<Page>

       "LIQUIDIX, INC."
FORMERLY LEARNERS WORLD, INC.
CONSOLIDATED BALANCE SHEETS
"September 30, 2002 (Unaudited) and March 31, 2002"
<Table>
<S>
ASSETS										<C>        <C>      <C>      <C>      <C>    <C>

									"September 30,"
									2002		"March 31,"
									(Unaudited)		2002
Current Assets
   Cash and cash equivalents  									" $294,341 "		" $445,690 "
"   Accounts receivable, net "									" 640,890 "		" 438,977 "
   Inventory 									" 441,221 "		" 406,314 "
   Prepaid expenses									" 42,881 "		 -

	Total Current Assets								" 1,419,333 "		" 1,290,981 "

"Property and Equipment, net  "									" 153,320 "		" 93,710 "

"Acquisition Costs, net"									" 167,791 "		" 192,346 "
Other Assets									" 92,806 "		" 48,745 "

	Total Assets								" $1,833,250 "		" $1,625,782 "

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Notes payable 									" $87,787 "		" $253,375 "
   Accounts payable									" 616,880 "		" 549,787 "
   Accrued liabilities									" 271,075 "		" 267,379 "
   Obligation under capital lease									" 6,630 "		 -

	Total Liabilities								" 982,372 "		" 1,070,541 "

Minority interest									" 17,512 "		" 17,512 "

Commitments and Contingencies									 -   		 -

Stockholders' Equity
"   Common stock - $.0001 par value, 75,000,000 shares "
"      authorized, 30,387,140 shares and 29,450,004 shares issued "
"      and 13,931,387 shares and 29,450,004 shares outstanding"									" 3,039 "		" 2,945 "
   Additional paid-in capital									" 4,092,919 "		" 3,238,442 "
   Accumulated deficit									" (3,294,114)"		" (2,714,884)"
   Foreign currency translation adjustment									" 31,522 "		" 11,226 "
									" 833,366 "		" 537,729 "
"Less: treasury stock, 16,455,753 shares at cost"									 -   		 -

	Total Stockholders' Equity 								" 833,366 "		" 537,729 "

	Total Liabilities and Stockholders' Equity								" $1,833,250 "		" $1,625,782 "


See Accompanying Notes to the
Consolidated Financial Statements

F-1
"LIQUIDIX, INC."
FORMERLY LEARNERS WORLD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
"For the Three and Six Months Ended September 30, 2002 and 2001 (Unaudited)"


					"Three months ended September 30,"				"Six months ended September 30,"
		 			2002		2001		2002		2001
					(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Sales					" $725,090 "		" $662,614 "		" $1,410,982 "		" $1,296,299 "

Cost of Sales					" 442,925 "		" 367,153 "		" 778,742 "		" 754,754 "

Gross Profit					" 282,165 "		" 295,461 "		" 632,240 "		" 541,545 "

General and Administrative Expenses					" 638,528 "		" 226,135 "		" 1,075,044 "		" 599,598 "

Income (Loss) from Operations					" (356,363)"		" 69,326 "		" (442,804)"		" (58,053)"

Other Income (Expenses)
   Interest income					 43 		 106 		 252 		" 1,020 "
   Interest expense					" (61,857)"		" (1,072)"		" (90,393)"		" (2,937)"
   Foreign currency transaction gain (loss)					" (39,580)"		" 5,780 "		" (46,285)"		" 7,190 "

Total Other Income (Expense)					" (101,394)"		" 4,814 "		" (136,426)"		" 5,273 "

Minority Interest					 -   		" 2,186 "		 -   		" 2,186 "

Net Income (Loss)					" $(457,757)"		" $76,326 "		" $(579,230)"		" $(50,594)"


Basic and Diluted Income (Loss) per
  Common Share 					 $(0.02)		 $0.00 		 $(0.02)		 $(0.00)

Weighted-Average Number of Common
  Shares Outstanding:
   Basic and Diluted					" 29,798,575 "		" 27,000,000 "		" 29,678,418 "		" 27,000,000 "















See Accompanying Notes to the
Consolidated Financial Statements

<Page>

F-2
"LIQUIDIX, INC."
FORMERLY LEARNERS WORLD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
"For the Six Months Ended September 30, 2002 and 2001 (Unaudited)"

									"September 30,"		"September 30,"
									2002		2001
									(Unaudited)		(Unaudited)
Cash flows from operating activities:
   Net loss									" $(579,230)"		" $(50,594)"

Adjustments to reconcile net loss to net cash provided
     by operating activities:
       Depreciation and amortization									" 46,684 "		" 57,652 "
       Net assets acquired in acquisition									 -   		" 155,158 "
       Minority interest									 -   		" (2,186)"
       Amortization of loan discount									" 70,383 "		 -
       Issuance of stock for consulting fees									" 251,600 "		 -
Changes in assets and liabilities:
       Accounts receivable									" (201,913)"		" 47,591 "
       Inventory									" (34,907)"		" 49,702 "
       Prepaid expenses									" (42,881)"		 -
       Other assets									" (44,061)"		" 34,860 "
       Accounts payable									" 67,093 "		" (278,827)"
       Accrued liabilities									" 3,696 "		" 39,105 "

 	Net cash provided (used) by operating activities								" (463,536)"		" 52,461 "

Cash flows from investing activities:
       Purchase of fixed assets									" (81,739)"		" (4,782)"

 	Net cash used by investing activities								" (81,739)"		" (4,782)"

Cash flows from financing activities:
       Proceeds from debt									" 550,000 "		" 94,066 "
       Repayment of debt									" (183,000)"		" (268,402)"
       Proceeds from capital lease									" 6,630 "		 -
       Repayment of capital lease									 -   		" (8,789)"

 	Net cash provided (used) by financing activities								" 373,630 "		" (183,125)"

Effect of exchange rate changes on cash 									" 20,296 "		" (6,544)"

Net decrease in cash and cash equivalents									" (151,349)"		" (141,990)"

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

Cash and cash equivalents at end of period									" $294,341 "		" $89,631 "





See Accompanying Notes to the
Consolidated Financial Statements

<Page>

F-3
"LIQUIDIX, INC."
FORMERLY LEARNERS WORLD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
"For the Six Months Ended September 30, 2002 and 2001 (Unaudited)"

									"September 30,"		"September 30,"
		 							2002		2001
									(Unaudited)		(Unaudited)

Supplemental disclosure of cash flow information:

   Interest paid									" $5,340 "		" $2,937 "

   Income taxes paid									 $-    		 $-


Non-cash investing and financing activities

   Common stock isued for consulting fees									" $251,600 "		 $-

   Amortization of loan discount									" $70,383 "		 $-

   Discount on note payable									" $550,000 "		 $-

   Stock issued for debt									" $52,971 "		 $-

   Minority interest									 $-    		" $20,219 "

   Capital contribution									 $-    		" $903,014 "

</Table>

<Page>

F-4

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 six month period ended September 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.

During the three months ended September 30, 2002, Liquidics, Inc. returned
16,455,753 shares of common stock to treasury.  No compensation was given for
the return of the common stock.  In addition, Liquidics, Inc. remitted
162,845 shares of Liquidix, Inc. common stock to the minority shareholders
of AFS, Ltd. in exchange for their minority interest in AFS, Ltd.  Upon
receipt of the AFS, Ltd. shares, Liquidics, Inc. transferred the shares to
Liquidix, Inc.  Thereby making AFS, Ltd. a wholly-owned subsidiary of
Liquidix, Inc.  No compensation was given for the AFS, Ltd. shares.

Reclassification

Certain reclassifications have been made to the September 30, 2001 financial
statements to conform to the September 30, 2002 classifications.


Note 2 - Convertible Debt

During the six month period ended September 30, 2002, the Company secured
$550,000 in financing through the issuance of 8% Convertible Promissory Notes
$300,000 due May 9, 2004 and $250,000 due August 28, 2004. The notes may be
prepaid at any time, in whole or in part, without penalty. During the term of
the notes, 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 notes may elect to convert the amount outstanding thereunder
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 (on the $300,000 Convertible Promissory Note) and $0.30
(on the $250,000 Convertible Promissory Note) 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
September 30, 2002 the company converted $52,971 of the principal balance.
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
notes resulted in a discount to the notes of $550,000, which were recorded to
additional paid-in-capital at the time the notes was issued and is being
charged to interest expense over the life of the notes.

<Page>

F-5

Item 6.
Management's Discussion and Analysis of Financial Condition and Results
of Operations

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 past fiscal 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 2003. 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 FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2001

Revenues for the three months ended September 30, 2002 were $725,090 as compared
to $662,614 for the same period ended 2001. The increase in sales, in the amount
of $62,476, or 9% 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 September 30, 2002 were $442,925 as
compared to $367,153 for the same period ended 2001. As a percentage of sales,
cost of sales increased from 55% for 2001 to 61% for 2002.

General and administrative expenses were $638,528 for the three months ended
September 30, 2002 as compared to $226,135 for the same period ended 2001. As a
percentage of sales, general and administrative expenses increased from 34% in
2001 to 88% in 2002.  This was due to costs associated with various registration
statements, consulting fees, relocation expenses, and increased salaries and
insurance.

For the three months ended September 30, 2002, we incurred a net operating loss
of $457,757 or two cents per share compared to net operating income of $76,326
or less than one cent per share for the three month period ended September 30,
2001. The loss for September 30, 2002 was primarily due to increased general and
administrative costs and increased costs of sales.

Net other expense for the three months ended September 30, 2002 was $101,394 as
compared to net other income for the three months ended September 30, 2001 of
$4,814. The change was due primarily to increases in interest expense and the
foreign currency transaction loss. The increase in interest expense was due to
the amortization of the loan discounts that were recorded in relation to two
convertible debt agreements entered into during May and August 2002.  The
increase in the foreign currency transaction loss was due to an approximate ten
percent change in the currency rate during the period and the receipt of several
large customer payments during that period.

RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2002 COMPARED
TO THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2001

Revenues for the six months ended September 30, 2002 were $1,410,982 as compared
to $1,296,299 for the same period ended 2001. The increase in sales, in the
amount of $114,683, or 9% 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 six months ended September 30, 2002 were $778,742 as
compared to $754,754 in 2001. As of percentage of sales, cost of sales decreased
to 55% for 2002 from 58% for 2001. The decrease was primarily due to the
decrease in salaries and packageing and shipping charges.

General and administrative expenses were $1,075,044 for the six months ended
September 30, 2002 as compared to $599,598 for the six months ended September
30, 2001. As of percentage of sales, general and administrative expenses
increased by 30%.  The increase is primarily due to the issuance of stock for
consulting fees and professional fees from various registration statements,
and increased administrative salaries, insurance, and marketing expenses.

For the six months ended September 30, 2002, we incurred a net operating loss of
$579,230 or two cents per share compared to a net operating loss of $50,594 or
less than one cent per share for the six month period ended September 30, 2001.

Net other expense for the six months ended September 30, 2002 was $136,426 as
compared to net other income for the six months ended September 30, 2001 of
$5,273. The change was due primarily to increases in interest expense and the
foreign currency transaction loss. The increase in interest expense was due to
the amortization of the loan discounts that were recorded in relation to two
convertible debt agreements entered into during May and August 2002.  The
increase in the foreign currency transaction loss was due to an approximate
ten percent change in the currency rate during the period and the receipt of
several large customer payments during that period.

IMPACT OF INFLATION

   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, therunto duly
authorized.

				LIQUIDIX, INC., a Florida Corporation


Date:  May 9, 2003              By:  /s/ Perry Barker
				--------------------
				Perry Barker, Chairman & President


Date:  May 9, 2003		By:  /s/ Jenelle Ray
				--------------------
				Jenelle Ray, Chief Financial Officer,
				Vice President, Secretary, Treasurer
				and Director