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


                                   FORM 10-QSB


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

         For the quarterly period ended, December 31, 1995

                                       OR

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

                          Commission File Number 0-9459

                               NUMEX CORPORATION 
             (Exact name of Registrant as specified in its charter)

           Delaware                                        6-1034587  
(Stateor Other  Jurisdiction  of       .R.S.  Employer Identification  Number)  
Incorporation or Organization)  

14115 S. Pontlavoy Ave. Santa Fe Springs,  CA                            90670
(Address of Principal  Executive Offices)                             (Zip Code)
                                 (310) 404-7176
                (Issuer's Telephone Number, Including Area Code)

     Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Act of 1934 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 X No 

     Registrant  had  6,145,600  shares of its  common  stock,  $.10 par  value,
outstanding at December 31, 1995.

Traditional Small Business Disclosure Format (check one): 

Yes X No
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

                                NUMEX CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               December 31, 1995
                                   (Unaudited)


                                     Assets

Current Assets:
      Cash and equivalents                                              $22,136
      Restricted cash                                                       854
      Accounts receivable                                                 1,981
      Inventory                                                          63,222
      Prepaid expenses                                                    1,300
                                                                    ------------
                Total current assets                                     89,494

Fixed assets, net                                                         6,243
Intangible assets, net                                                  400,710
Deposits                                                                 18,664
                                                                    ------------
               Total assets                                          $  515,111
                                                                    ============

                       Liabilities & Stockholders' Equity

Current liabilities:
      Notes payable                                                    $562,784
      Notes payable to related parties, current portion               1,353,834
      Accounts payable                                                  435,357
      Accrued expenses                                                  519,131
      Customer deposits                                                  72,219
                                                                    ------------
               Total current liabilities                              2,943,324

Long -term liabilities:
      Notes payable to related parties, long- term                            0
                                                                    ------------
               Total liabilities                                      2,943,324

Stockholders' equity:
      Preferred stock, $100 par value, 100,000 shares
           authorized, none issued 
      Common stock, $.10 par value, 20,000,000 shares
           authorized, 6,270,600 issued and
           6,145,600 shares outstanding                                 627,060
      Treasury stock, at cost, 125,000 shares                          (143,324)
      Unearned portion of restricted stock issued                      (562,500)
      Additional paid in capital                                      7,882,903
      Accumulated deficit                                           (10,232,352)
                                                                    ------------
               Total stockholders' equity                            (2,428,213)

               Total liabilities & stockholders' equity               $ 515,111
                                                                    ============

See Notes to Consolidated Financial Statements.
<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     For the Three Months and Nine Months Ended December 31, 1995 and 1994
                                   (Unaudited)

                             Three Months Ended           Nine Months Ended
                                December 31,               December 31,

                               1995       1994           1995       1994
                           ----------- ----------     ----------- ----------
Net sales                    $  4,149 $1,242,246        $936,499  $1,541,282

Cost of sales                   1,071    903,413         513,996   1,086,494
                           ----------- ----------     ----------- -----------
     Gross profit               3,078    338,833         422,503     454,788

Selling, general and
 administrative expenses      105,020    510,252         739,442   1,150,517
                           ----------- ----------     ----------- -----------
     Loss from operations    (101,942)  (171,419)       (316,939)   (695,729)
                           ----------- ----------     ----------- -----------
 
Other Income(Expense)
 Interest expense, net       ( 46,029)  ( 38,403)       (136,039)   (102,324)
 Other Income                 122,590          0         153,783       1,000
 Loss on assignment of assets
  for benefit of creditors         
  - subsidiary                      0          0        (403,009)          0 
 Loss-write-off of goodwill         0          0        (533,475)          0
                           ----------- ----------     ----------- -----------
     Total Other expense       76,561   ( 38,403)       (918,740)   (101,324)
                           ----------- ----------     ----------- -----------

Loss before income taxes     ( 25,381)  (209,822)     (1,235,679)   (797,053)

Provision for income taxes          0          0            (800)       (800)
                           ----------- ----------     ----------- -----------

     Net  loss               ($25,381) ($209,822)    ($1,236,479)  ($797,853)
                           =========== ==========     =========== ===========

Per share data:
     Net loss                 ($0.004)    ($0.03)         ($0.20)     ($0.14)
                           =========== ==========     =========== ===========

Weighted average common
     shares outstanding      6,145,600 6,145,600       6,145,600   5,824,145
                           =========== ==========     =========== ===========

See Notes to Consolidated Financial Statements.
<PAGE>

                                Numex Corporation
                      Consolidated Statements of Cash Flows
             For the Nine Months Ended, December 31, 1995 and 1994
                                   (Unaudited)

                                                     Nine Months ended Dec 31
                                                     1995                 1994
                                                 ----------           ----------

Cash flows from operating activities:
Net loss                                       ($1,236,478)           ($797,853)
Adjustments required to reconcile net loss to
     net cash used in operating activities:
Loss on assignment of assets to creditors          402,790                    0
Loss on write-off of goodwill - Subsidiary         533,474                    0
Depreciation and amortization                       71,183              116,970
Conversion of accounts payable to note payable           0              175,000
Changes in operating assets and liabilities:
     Accounts receivable                            (1,886)            (263,614)
     Inventory                                      69,126              (44,363)
     Prepaid expenses                               (8,165)             (94,555)
     Restricted cash                                 5,881                    0
     Deposits                                        1,249              (74,252)
     Accounts payable                             (211,097)             416,874
     Accrued expenses                               29,948               45,000
     Customer deposits                              34,240                1,226
                                                 ----------           ----------


          Net cash used in operating activities (  309,735)            (519,567)
                                                 ----------           ----------

Cash flows from investing activities:
     Purchase of fixed assets                         (914)            (200,261)
     Purchase of intangible assets                       0             ( 10,392)
     Business combination, net                           0             (  2,990)
                                                 ----------           ----------

          Net cash used in investing activities       (914)            (213,643)
                                                 ----------           ----------

Cash flows from financing activities:
     Proceeds from note payable                       -                       0
     Proceeds from n/p to related parties          332,000              310,000
     Repayment of notes payable                  (  80,230)           (  41,500)
     Repayment of n/p to related parties         (  32,500)           (  33,000)
     Proceeds from issuance of common stock              0              500,000
                                                 ----------           ----------

          Net cash provided by financing           219,270              735,500
                                                 ----------           ----------

          Net(decrease)increase in cash 
           & cash equivalents                    (  91,379)               2,290

          Cash and cash equivalents,
           beginning of period                     113,515                6,708
                                                 ----------           ----------

          Cash and cash equivalents,
           end of period                           $22,136               $8,998
                                                 ==========           ==========

See Notes to Consolidated Financial Statements.
<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               December 31, 1995
                                   (Unaudited)



Supplemental cash flow information for the nine months ended
December 31, was as follows:

                                                      1995               1994
                                                  -----------        -----------

      Interest paid                                  $94,221            $85,565

      Income taxes paid                                  800               -
<PAGE>
                               NUMEX CORPORATION
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                               December 31, 1995
                                  (UNAUDITED)
NOTE  1.  GENERAL
     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial  information and with the instructions to Form 10-QSB and Item
310 of Regulation S-B.  Accordingly,  they 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  and
reclassifications   considered   necessary  for  a  fair   presentation  of  the
consolidated financial statements have been included.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included in  Registrant's  Form 10-KSB for fiscal year ended
March 31, 1995.  Operating  results for the nine months ended  December 31, 1995
are not necessarily indicative of the results that may be expected for any other
interim period or for the fiscal year ended March 31, 1996.

NOTE 2.      VIASTAR  

     Effective July 31, 1995 an assignment was made for the benefit of creditors
of the assets of ViaStar  Marketing,  Inc. a wholly owned subsidiary of Company,
resulting  in  a  loss  of   $403,009.   These  assets  are  expected  to  yield
approximately  $15,000 to the creditors.  The goodwill from the 1994 acquisition
of ViaStar of $533,475  has been  written off  resulting  in a combined  loss of
$936,484.

NOTE 3. 

     In June 1994 the Company issued  1,000,000 shares of the Company's stock to
the  shareholder  of ViaStar  Marketing  Inc. in exchange for all the issued and
outstanding shares of ViaStar. Of these 1,000,000 shares, 500,000 were placed in
escrow pending  ViaStar's  achievement  of certain  minimum profit goals through
March 31, 1997.  Insofar as ViaStar is no longer in business and its assets have
been  assigned  for the benefit of  creditors,  the  achievement  of the minimum
required  goals  will  not be  met.  Accordingly,  as  provided  in  the  escrow
agreement,  the  500,000  shares  in escrow  shall be  returned  to the  Company
automatically at March 31, 1997, if not earlier.
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Results of  Operations  

     Net sales for the three  months ended  December  31, 1995 were  $4,149,  as
compared  to  $1,242,246  for the  comparable  period in 1994.  The  decrease of
$1,159,311 is due to the  discontinuance  (assignment)  of operations of ViaStar
Marketing,  Inc., of which  subsidiary  was acquired in June 1994, as well as, a
decrease in product sales (Therapy Plus) of $78,786.

     Net  sales for the nine  months  ended  December  31,  1995  were  $936,499
compared to $1,541,282 for the same period ended December 31, 1994. The decrease
of  $604,783  is  primarily  due to  ViaStar  Marketing,  Inc.,  which  only had
operations  for four months of 1995 (Apr.  1, - July 31, 1995) these four months
amounted to $601,244 of the total decrease.

     Selling,  general and administrative expenses during the three months ended
December  31, 1995 were  $105,020,  as compared to  $510,252  during  1994.  The
$405,232 decrease in selling,  general and administrative expenses is due to the
discontinued  operations  of ViaStar  which had its last month of  operations in
July 1995. The selling, general and administrative expenses of ViaStar were $.00
for the three months ended  December 31, 1995 as compared  with $469,448 for the
three months ended  December 31, 1994. The selling,  general and  administrative
expenses of the Company  without  taking the  expenses of ViaStar  into  account
increased in the amount of $64,216, however, the reversal of $60,000 of overhead
allocated  to ViaStar in the fiscal  year  ending  March 31,  1996 was the major
reason for the increase.

     Selling, general administrative expenses for the nine months ended December
31, 1995 were $739,442 compared to $1,150,517 for the same period ended December
31,  1994.  The  decrease  for this period was  $411,075.  For the period  ended
December  31,  1995  ViaStar  Marketing,  Inc.'s  portion  for the  nine  months
(actually  four months) were $417,454 and the Company's  (Therapy  Plus) portion
for the nine months ended  December 31, 1995 was  $321,988.  For the  comparable
period  ending  December  31, 1994 ViaStar  Marketing  Inc.'s share was $747,421
which represents  actually six months (started June 1994). The Company's portion
was $403,097. The decrease in the Company's selling,  general and administrative
expenses  was  $81,109  and is the result of cost  cutting  measures  originally
implemented by the Company in 1992.
<PAGE>
Item 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS,  continued

     Other Income  (Expense)  During the three  months  ended  December 31, 1995
other income (expense) was $76,561 as compared to ($38,403) for the three months
ended  December 31, 1994.  The increase - income of $114,964 is the write off of
adjusted  legal fees of  $108,580 ,  insurance  of $2,473  and  royalty  expense
(non-European)   adjustment  of  $11,537  all  prior  (period)   years'  periods
adjustments,  otherwise,  interest  expense was up ($7,626) for the December 31,
1995 period as compared to the same period for December 31, 1994.

     Other income amounted to $153,783 as compared to $1,000 for the nine months
ended  December  31,  1994.  The increase of $152,783 is due to the write off of
adjusted  legal fees of  $108,580,  royalties  adjusted  for the nine  months of
$11,537 as a result of backing out royalties for non-European countries;  $2,473
for insurance related to audit  adjustments;  $12,968 audit adjustments  (annual
audit) - over accrual;  $17,000 adjustment in negotiated audit and tax services,
and miscellaneous adjustment for consulting services of $225.

     During the nine months  ended  December 31, 1995 Other  Expense  (Interest)
amounted to ($136,039) compared to ($102,324) for the nine months ended December
31, 1994. The increase of ($33,715) is due to increased borrowings.



Other Expense - Extraordinary Items

     The following adjustments related to ViaStar Marketing, Inc., were the loss
on assignment of assets for the benefit of creditors of ($403,009) and the write
off of goodwill in the amount of ($533,475),  a total of ($936,484) which had no
corresponding figures for the same nine months ended December 31, 1994.

See NOTE 2. to Financial Statements. 

Financial Condition, Liquidity and Capital Resources

     Cash used in operations  during the current nine month period was $310,649,
which was offset by a net increase in debt  incurred of $219,270  resulting in a
decrease of $91,379 in Registrant's cash position.

     In the past,  Registrant's  Chairman of The Board and principal stockholder
has provided Registrant,  either directly or indirectly through guarantees, with
the necessary working capital needed to continue operating.  However, Registrant
has  received  no  assurances,  nor is there  any  agreement  in place  that the
Chairman will continue to provide such funding. 
<PAGE>
Item 2.        MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS, continued 

     Current Plans of  Registrant  Numex On February 6, 1996 the FDA in response
to a premarket  notification  (510-k) advised  Registrant that it may market its
Therapy Plus manual massage  roller for temporary  relief of minor muscular pain
associated  with arthritis.  Registrant  also previously  sponsored a controlled
clinical  study to comply  with an FTC order  with  respect  to  Therapy  Plus's
effectiveness  in  relief  for  pain  associated  with  arthritis.  Accordingly,
Registrant is now exploring  options for resuming  marketing Therapy Plus in the
United  States  through  direct  response   television  and  other  distribution
channels.

     In addition,  registrant  will continue its wholesale sales of Therapy Plus
for resale in markets outside of the United States.

     Registrant  continues to review new  products  and ventures  which have the
best potential to be marketed through  Registrant's  direct response system,  as
well as through  other  established  marketing  channels.  Funding  necessary to
acquire  any new  products  or the  rights  to these  products  would  either be
obtained  through the issuance of Registrant's  stock,  by issuing  Registrant's
stock as  consideration  for the  acquisition,  or by any  other  means  that is
agreeable to Registrant and the parties involved in the transaction.

     Registrant  continues  to conduct  negotiations  with a number of companies
with  the  intent  of  acquiring  either  them or their  products.  Registrant's
intention  is to raise the  requisite  funding  either  through the  issuance of
Registrant's  stock,  by issuing  Registrant's  stock as  consideration  for the
acquisition, or by any other means that is agreeable to both parties.
<PAGE>
                          PART II. - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS 

Meir Hayon v. Numex  Corporation,  et al 

     An action  titled Meir Hayon v. Numex  Corporation,  et al was filed in the
United States District Court for the Central District of California, on November
29, 1995.  This action alleges that  defendants,  Numex and an officer of Numex,
made certain  misrepresentations  in connection with the offer and sale by Numex
to  plaintiff  and his  assignors  of  certain  shares of common  stock of Numex
pursuant  to a  private  offering  by Numex in or about May  1994,  and  further
alleges  that such  officer made certain  guarantees  to the  purchasers  of the
common stock. The complaint contains claims for relief under Rule 10b-5,  common
law  misrepresentation,  breach of contract,  rescission and  restitution  under
California Corporations Code Section 25501 and money had and received, and seeks
actual punitive damages,  attorneys' fees and costs on behalf of plaintiff, Meir
Hayon and two assignors, of claims to Mr. Hayon. The defendants have denied each
and every  allegation set forth in the complaint and intend to defend the action
vigorously.

Item 2.  CHANGES  IN  SECURITIES  

         None.  

Item 3.  DEFAULT IN 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 ON FORM 8-K

        (a) Exhibits.  

            Ex-27 (requirement only for SEC Edgar filing) 

        (b) Reports on Form
            
            8-K. Form 8-K dated August 2, 1995. *

         *  previously filed
<PAGE>
                                   SIGNATURE

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

                                                       NUMEX CORPORATION 

                                                       By /s/ William R. Fryrear
                                                       Chief Financial Officer

Dated:  February  12,  1996