ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT
FILED AS OF DATE:
EFFECTIVENESS DATE:


FILER:


COMPANY DATA:
            COMPANY CONFORMED NAME:              LIQUIDIX, INC.
            CENTRAL INDEX KEY:                   0001047733
            STANDARD INDUSTRIAL CLASSIFICATION:     []
            IRS NUMBER:				 113331350
            STATE OF INCORPORATION:              FL
            FISCAL YEAR END:			 0331

FILING VALUES:
            FORM TYPE:			         S-8
            SEC ACT:                             1933 ACT
            SEC FILE NUMBER:
            FILM NUMBER:

BUSINESS ADDRESS:
            STREET 1:                            16929 ENTERPRISE DRIVE
            STREET 2:                            SUITE 206
            CITY:                                FOUNTAIN HILLS
            STATE:                               ARIZONA
            ZIP:                                 85268
            PHONE:                               (480) 816-6140

MAIL ADDRESS:
            STREET 1:                            16929 ENTERPRISE DRIVE
            STREET 2:                            SUITE 206
            CITY:                                FOUNTAIN HILLS
            STATE:                               ARIZONA
            ZIP:                                 85268







            As filed with the Securities and Exchange Commission on

                                June 12, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       ----------------------------------

                                 LIQUIDIX, INC.
                                 --------------
                    (Exact name as specified in its charter)



         Florida				11-3331350
         -------                                ----------
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
incorporation or organization)


                  16929 E. Enterprise Drive, #206
                  Fountain Hills, Arizona 85268
                  -------------------------------
              (Address of Principal Executive Office)

               Consulting Shares Issued for Services
               -------------------------------------
                      (Full title of the plan)

                       Perry Barker, President

                  16929 E. Enterprise Drive, #206
                   Fountain Hills, Arizona 85268
                  -------------------------------
                (Name, address, including zip code, of agent for
                                    service)

                   Telephone number for Issuer:  (480) 816-6140
                                 ----------------

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
<S>                          <C>             <C>                    <C>
Title of Securities to be     Amounts to      Proposed Maximum       Proposed Maximum
Registered                    be              Offering Price Per     Aggregate Offer
                              Registered      Share (2)              Price

Common Stock, $0.0001 par     270,000	       $1.16		     $313,200.00
value
-------------------------     -----------     -------------------    -----------------
</TABLE>

(1)  The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrants Common Stock on June 7, 2002,
a date within five (5) business days prior to the date of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  This Registration Statement shall also cover any additional shares of
Common stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in  an
increase in the number of Registrant's outstanding shares of Common Stock.

Documents Incorporated by Reference	x Yes		No

                                     Page 1
<PAGE>

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

	The following documents filed by Liquidix, Inc., a Florida
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporatied by reference:

	(a)  The Company's Quarterly Report on Form 10-QSB for the quarterly
             period ended December 31, 2001 and filed pursuant to Section 15(d)
             of the 1934 Act.

	(b)  All reports filed by the Company with the Commission pursuant to
             Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
             "Exchange Act"), since the end of the quarterly period ended
             December 31, 2001.

	(c)  All other documents filed by the Company after the date of this
             Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
             the 1934 Act, after the date hereof and prior to the filing of a
             post-effective amendment to the Registration Statement which
             indicates that all securities offered have been sold or which
             de-registers all securities then remaining in the Registration
             Statement and to be part thereof from the date of filing such
             documents.

Item 4.	Description of Securities

	The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act.  A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

                                     Page 2

<PAGE>

Item 5.	Interests of Named Experts and Counsel

None

Item 6.	Indemnification of Directors and Officers

Title 36, Chapter 607, Section 607.850 of the Florida Statutes provide for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgments, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions referenced above, the Company shall indemnify
to the fullest extent permitted by its bylaws, and in the manner permissable
under the laws of the State of Florida, an;y person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company.  The Board of Directors, in
its discretion, shall have the power on behalf of the Company to indemnify any
other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the
Company.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or contolling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

                                     Page 3

<PAGE>

Item 7.	Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8.	Exhibits

The exhibits attached to this Registration Statement are listed in the
Exhibit Index.

Item 9.	Undertakings

	(a)	The undersigned registrant hereby undertakes:

                (1)  To file, during any period in which offers or sales are
                being made, a post-effective amendment to this Registration
                Statement to include any material information with resect to
                the plan of distribution not previously disclosed in the
		Registration Statement or any material change to such
		information in the Registration Statement.

		(2)  To treat, for the purpose of determining any liability
		under the Securities Act of 1933, wach such post-effective
		amendment as a new registration statement relating to the
		securities offered therein, and the offering of such
		securities at that time shall be deemed to be the initial
		bona fide offering thereof.

		(3)  To remove from registratin by means of a post-effective
		amendment any of the securities being registered which
		remain unsold at the termination of the offerin.

	(b)	The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant ot Section 15(d) of the
securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                     Page 4

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on June, 11, 2002.

                                 Liquidix, Inc.



					By:  /s/ Perry E. Barker
					-------------------------------
					Perry E. Barker, as President & Director





                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Perry E. Barker with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
herby ratifiying and confirming all that said attorney-in-fact or his
substitute may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and date indicated.

Signature              Title                             Date

/s/ Perry E. Barker    President and Director
-------------------
    Perry E. Barker

/s/ Jenelle A. Ray     Vice-President, Director,
-------------------    Secretary and Treasurer
    Jenelle A. Ray

                       Vice-President and Director
-------------------
    Douglas Brooks

/s/ Harold Davis       Director
-------------------
    Harold Davis

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                        .
                                    EXHIBITS

                                        TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                       UNDER

                            THE SECURITIES ACT OF 1933


                                 Liquidix, Inc.
                             (a Florida corporation)

<PAGE>



INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibits	SEC Ref. No.	Description of Exhibit
------------	-------------	----------------------
<S>		<C>		<C>

   A            4.1              Consulting Agreement dated March 20, 2002
                                 between Joshua A. Sall and the Company

   B            4.2              Consulting Agreement dated May 15, 2002
                                 between Katrina M. Baines and the Company

   C            4.3              Opinion and consent of Counsel with
                                 Respect to the legality of the issuance
                                 of the securities being issued

 </Table>
[{"type": "S-8", "sequence": "1", "filename": "registration-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14778}]
{"company-data": {"conformed-name": "LIQUIDIX  INC", "cik": "0001047733", "assigned-sic": "8351", "irs-number": "113331350", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90300", "film-number": "02677020"}, "business-address": {"street1": "16929 E. ENTERPRISE DRIVE", "street2": "#206", "city": "FOUNTAIN HILLS", "state": "AZ", "zip": "85268", "phone": "4808166140"}, "mail-address": {"street1": "16929 ENTERPRISE DRIVE", "street2": "#206", "city": "FOUNTAIN HILLS", "state": "AZ", "zip": "85268"}, "former-company": {"former-conformed-name": "LEARNERS WORLD INC", "date-changed": "19991207"}}
ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT
FILED AS OF DATE:
EFFECTIVENESS DATE:

FILER:

COMPANY DATA:
            COMPANY CONFORMED NAME:              LIQUIDIX, INC.
            CENTRAL INDEX KEY:                   0001047733
            STANDARD INDUSTRIAL CLASSIFICATION:     []
            IRS NUMBER:				 113331350
            STATE OF INCORPORATION:              FL
            FISCAL YEAR END:			 0331

FILING VALUES:
            FORM TYPE:			         S-8
            SEC ACT:                             1933 ACT
            SEC FILE NUMBER:
            FILM NUMBER:

BUSINESS ADDRESS:
            STREET 1:                            16929 ENTERPRISE DRIVE
            STREET 2:                            SUITE 206
            CITY:                                FOUNTAIN HILLS
            STATE:                               ARIZONA
            ZIP:                                 85268
            PHONE:                               (480) 816-6140

MAIL ADDRESS:
            STREET 1:                            16929 ENTERPRISE DRIVE
            STREET 2:                            SUITE 206
            CITY:                                FOUNTAIN HILLS
            STATE:                               ARIZONA
            ZIP:                                 85268

            As filed with the Securities and Exchange Commission on

                                June 12, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       ----------------------------------

                                 LIQUIDIX, INC.
                                 --------------
                    (Exact name as specified in its charter)

         Florida				11-3331350
         -------                                ----------
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
incorporation or organization)

                  16929 E. Enterprise Drive, #206
                  Fountain Hills, Arizona 85268
                  -------------------------------
              (Address of Principal Executive Office)

               Consulting Shares Issued for Services
               -------------------------------------
                      (Full title of the plan)

                       Perry Barker, President

                  16929 E. Enterprise Drive, #206
                   Fountain Hills, Arizona 85268
                  -------------------------------
                (Name, address, including zip code, of agent for
                                    service)

                   Telephone number for Issuer:  (480) 816-6140
                                 ----------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be     Amounts to      Proposed Maximum       Proposed Maximum
Registered                    be              Offering Price Per     Aggregate Offer
                              Registered      Share (2)              Price

Common Stock, $0.0001 par     270,000	       $1.16		     $313,200.00
value
-------------------------     -----------     -------------------    -----------------
(1)  The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrants Common Stock on June 7, 2002,
a date within five (5) business days prior to the date of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  This Registration Statement shall also cover any additional shares of
Common stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in  an
increase in the number of Registrant's outstanding shares of Common Stock.

Documents Incorporated by Reference	x Yes		No

                                     Page 1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

	The following documents filed by Liquidix, Inc., a Florida
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporatied by reference:

	(a)  The Company's Quarterly Report on Form 10-QSB for the quarterly
             period ended December 31, 2001 and filed pursuant to Section 15(d)
             of the 1934 Act.

	(b)  All reports filed by the Company with the Commission pursuant to
             Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
             "Exchange Act"), since the end of the quarterly period ended
             December 31, 2001.

	(c)  All other documents filed by the Company after the date of this
             Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
             the 1934 Act, after the date hereof and prior to the filing of a
             post-effective amendment to the Registration Statement which
             indicates that all securities offered have been sold or which
             de-registers all securities then remaining in the Registration
             Statement and to be part thereof from the date of filing such
             documents.

Item 4.	Description of Securities

	The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act.  A description of such securities is contained in the
Company's Form 10-SB filed with the Commission on December 15, 1999, and any
amendment or report filed for the purpose of updating such description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

                                     Page 2
Item 5.	Interests of Named Experts and Counsel

None

Item 6.	Indemnification of Directors and Officers

Title 36, Chapter 607, Section 607.850 of the Florida Statutes provide for
indemnification of the Company's officers and directors in certain situations
where they might otherwise personally incur liability, judgments, penalties,
fines and expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions referenced above, the Company shall indemnify
to the fullest extent permitted by its bylaws, and in the manner permissable
under the laws of the State of Florida, an;y person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil
administrative or investigative, by reason of the fact that he is or was a
director or officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company.  The Board of Directors, in
its discretion, shall have the power on behalf of the Company to indemnify any
other than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an employee of the
Company.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or contolling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

                                     Page 3
Item 7.	Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
registration statement.

Item 8.	Exhibits

The exhibits attached to this Registration Statement are listed in the
Exhibit Index.

Item 9.	Undertakings

	(a)	The undersigned registrant hereby undertakes:

                (1)  To file, during any period in which offers or sales are
                being made, a post-effective amendment to this Registration
                Statement to include any material information with resect to
                the plan of distribution not previously disclosed in the
		Registration Statement or any material change to such
		information in the Registration Statement.

		(2)  To treat, for the purpose of determining any liability
		under the Securities Act of 1933, wach such post-effective
		amendment as a new registration statement relating to the
		securities offered therein, and the offering of such
		securities at that time shall be deemed to be the initial
		bona fide offering thereof.

		(3)  To remove from registratin by means of a post-effective
		amendment any of the securities being registered which
		remain unsold at the termination of the offerin.

	(b)	The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant ot Section 15(d) of the
securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                     Page 4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on June, 11, 2002.

                                 Liquidix, Inc.

					By:  /s/ Perry E. Barker
					-------------------------------
					Perry E. Barker, as President & Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Perry E. Barker with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
herby ratifiying and confirming all that said attorney-in-fact or his
substitute may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and date indicated.

Signature              Title                             Date

/s/ Perry E. Barker    President and Director
-------------------
    Perry E. Barker

/s/ Jenelle A. Ray     Vice-President, Director,
-------------------    Secretary and Treasurer
    Jenelle A. Ray

                       Vice-President and Director
-------------------
    Douglas Brooks

/s/ Harold Davis       Director
-------------------
    Harold Davis
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                        .
                                    EXHIBITS

                                        TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                       UNDER

                            THE SECURITIES ACT OF 1933

                                 Liquidix, Inc.
                             (a Florida corporation)
INDEX TO EXHIBITS
Exhibits	SEC Ref. No.	Description of Exhibit
------------	-------------	----------------------
A            4.1              Consulting Agreement dated March 20, 2002
                                 between Joshua A. Sall and the Company

   B            4.2              Consulting Agreement dated May 15, 2002
                                 between Katrina M. Baines and the Company

   C            4.3              Opinion and consent of Counsel with
                                 Respect to the legality of the issuance
                                 of the securities being issued