OILEX, INC.
<PAGE>
     U.S. SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549

     FORM 10-QSB/A

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

For the quarterly period ended March 31, 1997.

     OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 0-28686

                      OILEX, INC.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)

         Nevada                               33-0194489          
   
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)         Identification No.)

    3050 Post Oak Blvd.,Suite 1760   Houston, Texas  77056        

(Address of principal executive offices)      (Zip Code)

             (713) 629-5998             

  (Issuer's telephone number, including area code)
           
              N/A                                                 
       
(Former name, former address and former fiscal year, if changed
since last report)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes ____  No _X__

The aggregate number of shares outstanding of the Issuer's Common
Stock, its sole class of common equity, was 26,837,775 as of
March
31, 1997.

     This report consists of 12 pages.<PAGE>
Quarterly Report on Form 10-QSB

Index
          Part I.  Financial Information

          Item I. Financial Statements (unaudited)

            Balance Sheet - March 31, 1997

            Statement of Operations -
               Three Months Ended March 31, 1996 and 1997

            Statement of Changes in Stockholder's Equity
               Three Months Ended March 31, 1997

            Statement of Cash Flows -
               Three Months Ended March 31, 1996 and 1997

            Notes to Financial Statements

<PAGE>
         
BALANCE SHEET

ASSETS
                                                
                                                           (Unaudited)
                                                      March 31, 1997
                                                                            
                                                                            
        
Current Assets:                                                             
  Cash                                                         $     26,172
  Accounts receivable - oil and gas                                   9,929
  Prepaid expenses                                                   11,503
  Bond investment receivable                                         66,000

     Total Current Assets                                           113,604

Property and Equipment:
  Oil and gas properties - full cost method         
     Subject to amortization                                      8,429,000 
   
     Undeveloped properties                                       1,217,000
     Production equipment                                           300,584 
   
  Furniture and equipment                                            61,081 
        Accumulated depreciation, depletion 
    and amortization                                               (71,838) 
        

     Net Property and Equipment                                   9,935,827

Investment in marketable securities                               2,200,000

Organization costs, net of amortization                              59,252

       Total Assets                                            $ 12,308,683
<PAGE>
BALANCE SHEET
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                                    
                                                           (Unaudited)
                                                     March 31, 1997
                                                                            
                                                                           

Current Liabilities
  Amounts due for oil and gas properties                       $ 1,085,000
  Bonds payable                                                    171,840
  Advances from related parties                                    293,775
  Accounts payable                                                  19,460
  Note payable to related parties                                   35,484  

     Total Current Liabilities                                   1,605,559

Deferred income tax liability                                    3,032,000

Commitments and contingencies                                         --

Stockholders' Equity
  Common stock, $.001 par value; 25,000,000 
     shares authorized; 26,837,775 shares 
     issued and outstanding                                         26,838  
      
Paid-in capital                                                 15,859,036  
                      
Accumulated deficit                                             (8,214,750) 
                 
     Total Stockholders' Equity                                  7,671,124 

     Total Liabilities and Stockholders'  Equity               $12,308,683

<PAGE>
STATEMENT OF OPERATIONS
                                                                            
                                                     (Unaudited) 
                                             For the Three Months Ended
                                                     March 31,              
   
                                            1997                1996        
    

Revenue:
  Oil and gas sales                    $   26,444           $   1,960
  Other                                     5,500               --     

                                           31,944               1,960
Expenses:
  Lease operating                         182,166               3,316     
  General and administrative              149,261             637,555
  Depreciation, depletion and 
    amortization                            5,289               4,130     
  Interest                                  5,742               5,502     

                                          342,458             650,503

Loss before income taxes                 (310,514)           (648,543)

Provision for income taxes                   --                  --

Net loss                               $ (310,514)       $   (648,543)

Loss per common share:
  Primary and fully diluted            $  (0.01)         $     (0.05)

Weighted average common shares 
  outstanding:
  Primary and fully diluted            25,782,275          14,327,570




<TABLE>
<PAGE>
                                          
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 1997
(Unaudited)
                             Common Stock        Paid-In       Accumulated  
   
                             Shares              Amount            Capital   Deficit     Total      
<S>                          <C>                  <C>          <C>       <C>            <C>

Balance,
 January 1, 1997             24,726,775           24,727       12,768,434 $(7,904,236)  
4,888,925

Common stock issued
 in exchange for oil and
 gas properties               1,500,000            1,500          748,500         --       750,000

Common stock issued for
 personal services               25,000               25           12,475         --        12,500

Conversion of 
 subordinated debt              436,000              436          132,627         --       133,063

Common stock issued
 in exchange for investment
 in marketable securities     3,000,000            3,000        2,197,000         --     2,200,000

Retirement of Treasury
 Stock                         (350,000)            (350)            --           --          (350)

Unlocated                    (2,500,000)          (2,500)            --           --        (2,500)

Net loss                          --                 --              --       (310,514)   (310,514)

Balance,
 March 31, 1997              26,837,775           26,838       15,859,036   (8,214,750)
$7,671,124  
                                                                            
</TABLE>
<PAGE>
STATEMENT OF CASH FLOWS
                                                                            
          (Unaudited)
                                             For the Three Months Ended
                                                      March 31,             
   
                                                  1997            1996      
      
Cash Flows from Operating Activities: 
 Net loss                                 $    (310,514) $     (648,543)    

 Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
    Depreciation, depletion and amortization      5,289           4,130     
    Increase in amounts due for oil and 
      gas properties                            160,000              --     
    Decrease (increase) in advances from 
      related party                             282,165        (518,700)
    Increase in bonds receivable                (66,000)             --
    (Decrease) increase in bonds payable        (61,321)          4,792     
    
    Increase in notes payable to related 
         parties                                     --             502     
    Increase in accounts payable                 19,210             250

Net cash provided (used) by 
    operating activities                         28,829      (1,157,569)

Cash Flows Used in Investing Activities:
 Increase in oil and gas properties, net       (910,000)     (1,126,234)
 Investment in marketable securities         (2,200,000)           --
 Increase in deferred income tax liability           --         757,459
 Other                                           (2,850)          1,646     
    
Net cash used by investing activities        (3,112,850)       (367,129)

Cash Flows from Financing Activities:
 Issuance of common stock for marketable 
   securities                                 2,200,000         798,660
 Issuance of common stock for oil and 
   gas properties                               750,000         770,935
 Issuance of common stock for services           12,500           --
 Conversion of subordinated bonds               133,063           --

Net Cash Provided by Financing Activities     3,095,563       1,506,545

Net Change in Cash                               11,542         (18,153)

Cash, beginning of period                        14,630          15,272     
    
Cash, end of period                       $      26,172 $        (2,881)
<PAGE>
NOTE 1 - GENERAL

The unaudited financial statements included herein for Oilex, Inc.
("Company") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and include all adjustments which are,
in the opinion of management, necessary for a fair presentation.  Certain
information and footnote disclosure required by generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations.  Certain 1996 balances have been reclassified to conform
to the 1997 presentation.  These financial statements include the accounts
of the Company.

The Company was incorporated under the laws of the State of Nevada on June
10, 1986 under the name of "Akteck, Inc."  The Company later changed its
name to "Oilex International Investments, Inc.," and in July, 1996 changed
its name to "Oilex, Inc."

The primary business activities of Oilex, Inc. is oil and gas exploration,
development and acquisitions.  The Company currently owns oil and gas
leaseholds and fee property interests in Texas, Mississippi, Colorado, West
Virginia and Utah.

NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

There were no cash payments for interest nor income taxes during the three
months ended March 31, 1996 and 1997.

NOTE 3 - GOING CONCERN

The Company has incurred net losses since its inception creating an
accumulated deficit balance of $8,214,750 as of March 31, 1997. 
Additionally, there is a working capital deficit of $1,491,955 at March 31,
1997.

These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management intends to make an equity financing
which will infuse additional working capital into the Company so that it
can exploit and develop its newly acquired oil and gas properties, thereby
generating a positive cash flow.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates continuity of operations, realization of assets
and liquidation of liabilities in the ordinary course of business, and
therefore do not include any adjustments that result from the outcome of
this uncertainty.

NOTE 4 -  COMMITMENTS AND CONTINGENCIES

The Company is currently in dispute with a corporation owned by certain
stockholders of the Company.  These stockholders were formerly part of the
management team of Oilex.   They contend that Oilex owes the company
approximately $141,000 on a demand note.  The Company has recorded a
$35,484 note payable to the Company at March 31, 1997.  The amount in
dispute is related to certain general and administrative expense
reimbursements.  Although no lawsuit has been filed, the management of
Oilex intends to vigorously defend its position in this matter should a
lawsuit be instituted.  It believes that the amounts recorded in its
financial statements at March 31, 1997,  for this note payable is correct
and accurate.  Accordingly, no provision has been made for the disputed
difference herein.

NOTE 5 - STOCKHOLDER'S EQUITY

On February 20, 1997, the holders of the 15.0% Convertible Subordinated
Bonds elected to convert their bonds into 238,000 shares of Oilex common
stock, par value $0.001 per share, at $0.28 per share.

Additionally, on February 20, 1997, the Company issued 198,000 shares of
Oilex common stock, par value $0.001 per share, to three individual
investors.

In January, 1997, the Board of Directors approved the acquisition from a
related party of a 20% interest it owned in Oil Retrieval Systems, Inc.
("ORS") an Arizona corporation.  ORS designs, engineers, produces and sells
portable swabbing units to the oil and gas industry.  ORS is a development
stage company. Oilex issued 3,000,000 shares of common stock to the related
party in exchange for its ownership of 1,205,420 common shares of ORS.

NOTE 6 - SIGNIFICANT SUBSEQUENT EVENTS

In May, 1997, Funscape Corp. (formerly Imperial Energy Corp.), a Colorado
corporation, acquired ORS.  Funscape Corp. issued 2.5 million shares of its
common stock in exchange for all of the outstanding shares of ORS.

Funscape Corp. has stockholders and management who are also stockholders
and have management responsibilities in Oilex and ORS.

<PAGE>
Part 1

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

     During the first quarter of 1997, the company continued its basic
business plan of revitalizing the existing oil leases it had previously
acquired, and to that goal, sustained an additional $182,000 in lease
operating expenses, contrasted with only $26,444 in income.  The reworking
of existing wells, rebuilding of roads and pipeline infrastructure and
rehabilitation of buildings on the various properties contributed to this
imbalance of costs vs. income.

     During February, 1997, the company committed to acquire additional
leasehold acreage, for operational purposes, in exchange for $40,000 cash,
which gives the company a 75% net working interest in these leases.  They
are generally located in the Scurry County region of Texas, where the
Company already has a significant number of operating leases, and will fit
in with the Company's plan of aggregating leases in a geographically
clustered area so that the portable swabbing units will not have great
distances to travel between wells.

     During January, the company issued 25,000 shares of its common stock
to John Craig for services rendered as an independent consultant.  Also
during the first quarter, the Company retired one of its outstanding bond
obligations by exchanging its 436,000 shares of its restricted common
stock, valued at $132,627, in retirement of the debt. 

     Additionally, on February 20, 1997, the Company issued 198,000 shares
of Oilex common stock, par value $0.001 per share, to three individual
investors, however, these transactions are being rescinded for failure of
consideration, since the investors did not timely tender their payments.

     In January, 1997, the Board of Directors approved the acquisition from
Phoenix Resources, the largest single shareholder in the Company, of a 20%
interest it owned in Oil Retrieval Systems, Inc. ("ORS") an Arizona
corporation.  ORS designs, engineers, produces and sells portable swabbing
units to the oil and gas industry.  ORS is a development stage company.
Oilex issued 3,000,000 shares of common stock to the related party in
exchange for its ownership of 1,205,420 common shares of ORS.  The
equipment manufactured by ORS is the swabbing equipment which the Company
is utilizing in its stripper well operations.  Should the Company's return
on investment be realized as anticipated, the number of swabbing units to
be acquired will increase, as will the value of its investment in ORS, as
the manufacturer of the units.
     



Part II.  Other Information

     Item 1.   Legal Proceedings

               None

     Item 2.   Changes in Securities

               None

     Item 3.   Default Upon Senior Securities

               None

     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

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                                            
         OILEX, INC.
        (Registrant)               
        By:   /s/ Oliver Timmins III    
        Oliver Timmins III, President