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, 1998


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

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

                          Commission File Number 0-9459

                                NUMEX CORPORATION

               Incorporated pursuant to the Laws of Delaware State

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

        Internal Revenue Service - Employer Identification No. 06-1034587


                      *433 N. Camden Drive, 4th Floor, #216
                             Beverly Hills, CA 90210
                                 (310) 274-6296
                             *As of February 1, 1999

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

      Check whether the registrant:  (1) filed all reports  required to be filed
by Section 13 or 15 (d) of the  Exchange  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  11,312,833   shares  of  Common  Stock,  $.10  par value,
outstanding as of December 31, 1998.

Transitional Small Business Disclosure Format (check one):

Yes  [  ]   No  [X ]



<PAGE>




                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                NUMEX CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 1998
                                   (Unaudited)

                                     Assets
Current Assets:
    Cash and equivalents                                           
                                                                         $ 7,704
    Accounts receivable - other                                              163
    Inventory                                                              9,829
    Prepaid expenses                                                         496
                                                                  --------------
       Total Current Assets                                               18,192

Fixed Assets
     Fixed assets                                                        220,817
     Less Accumulated depreciated                                     (207,6114)
                                                                  --------------
       Total  fixed assets                                                13,203

Other Assets
     Deposits                                                              8,058
                                                                  --------------
        Total Assets                                                     $39,453
                                                                  ==============

                             Liabilities and Equity
Current Liabilities:
     Accounts payable                                                    $18,915
     Accrued expenses                                                     20,086
     Notes payable                                                        14,000
                                                                  --------------
        Total Current Liabilities                                         53,001
                                                                  --------------

Long -Term Debt                                                           80,000

Stockholders' Equity:
     Preferred stock, $1.00 par value, 10,000,000 
      shares authorized none issued

     Common stock, $.10 par value, 20,000,000 shares authorized,     
     11,312,833 shares issued and  outstanding                         1,131,283
     Treasury  stock,  at cost 77,509                                          -
     shares Additional paid in capital                                10,401,313
     Retained earnings                                              (11,391,492)
     Current net income/(loss)                                         (243,653)
                                                                  --------------
        Total Stockholders' Equity                                      (93,548)
                                                                  --------------
        TOTAL LIABILITIES AND EQUITY                                     $39,453
                                                                  ==============



                                       2
See Notes to Consolidated Financial Statements

<PAGE>



                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED, DECEMBER 31, 1998 AND 1997
                                   (Unaudited)
<TABLE>
<CAPTION>

                               Three Months Ended           Nine Months Ended
                                  December 31,                December 31,
 <S>                            <C>            <C>          <C>           <C>
                               1998           1997         1998          1997
                            ------------   -----------   ----------   ----------

Net sales                     $   2,619    $  39,369    $   4,906    $ 150,886

Cost of Sales                       601       15,554        1,430       59,840
                              ---------    ---------    ---------    ---------
                                                       

     Gross Profit                 2,018       23,814        3,476       91,046

Selling, general and
                                 84,149      363,037      234,079      484,466
                              ---------    ---------    ---------    ---------

Net Income/(Loss) from
     operations                 (82,131)    (339,223)    (230,603)    (393,420)
                               ---------    ---------    ---------    ---------

Other Income/(Expense)
      Interest expense, net      (1,509)     (38,413)      (8,993)    (123,422)
      Other income                5,743          500        5,743          500
                               ---------    ---------    ---------    ---------

  Total Other                     4,234      (37,913)      (3,250)    (122,922)
Income/(Expenses)

Net Income/(Loss) before
    income taxes                (77,897)    (377,136)    (233,853)    (516,342)

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

    Net Income/(Loss)           (77,897)   ($377,936)    ($234,653)  ($517,142)
                               ==========   ==========   ==========   =========

Per share data:
     Net loss                   ($0.01)       ($0.05)      ($0.02)      ($0.08)
                               ==========   ==========   ==========   =========

Weighted average common
     shares outstanding       11,312,833     7,484,501   11,097,382   6,719,697
                             ============   =========   ===========   =========

</TABLE>

                                       3

See Notes to Consolidated Financial Statements                                

<PAGE>






                                Numex Corporation
                      Consolidated Statements of Cash Flows
             For the Nine Months Ended, December 31, 1998 and 1997
                                   (Unaudited)

                                                  Nine Months ended December 31
                                                          1998          1997
Cash flows from operating activities:
     Net Income/Loss                                    ($234,653)   (517,142)
     Adjustments to reconcile net income to
       net cash provided by operating activities:
     Depreciation and amortization                          3,843       4,280
     Conversion of liabilities to common stock
     Conversion of accrued interest & expenses into
     notes payable
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable              (162)       (433)
     (Increase) decrease in prepaid expenses                 (496)       (893)
     (Increase) decrease in inventories                       401      (3,450)
     (Increase) decrease in restricted cash                      -      5,722
     (Increase) decrease in other assets                         -    (27,405)
     (Increase) decrease in deposits                         (900)      5,731
     Increase (decrease) in accounts payable              (16,733)    (33,154)
     Increase (decrease) in accrued liabilities           (11,812)     399,934
     Increase (decrease in customer deposits                     -    (88,192)
                                                      ------------- ----------
        Total adjustments                                 (25,859)    262,191
                                                      ------------- ----------
      Net cash provided (used) by operating              (260,512)   (254,951)
activities

Cash flows from investing activities:
     Purchase of fixed assets                                    -     (3,770)
                                                      ------------- -----------
Net cash provided (used) by investing activities                 -     (3,770)

Cash flows from financing activities:
     Proceeds from notes payable                           250,000     255,500
     Repayment of notes payable                            (9,000)      (6,000)
                                                      ------------- -----------
     Net cash provided by financing activities             241,000     249,500
                                                      ------------- -----------

Net  increase (decrease) in cash and cash equivalents     (19,512)      (9,221)

Cash and cash equivalents, beginning of period              27,217      14,981
                                                      ------------- -----------
Cash and cash equivalents, end of period                    $7,705      $5,760
                                                      ============= ===========

Supplemental cash flow information:
     Interest paid                                            $8,532     $38,198
     Income taxes paid                                           800         800

Non-cash financing activity:
     Conversion of preferred stock to common stock           170,000
     Conversion of notes payable to common stock             515,039
     Conversion of accrued compensation                      300,000
     Issuance of common stock in payment of legal            171,930
     services
     Conversion of accrued interest of a noteholder
         into common stock                                                67,082
Conversion of accrued interests and notes payable                      1,330,319
into stock
Conversion of accounts payable into notes payable                         22,039


                                       4
See Notes to Consolidated Financial Statements
<PAGE>


                                NUMEX CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998
                                   (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 the  Company's  10-KSB for fiscal year
      ended March 31, 1998. Operating results for the nine months ended December
      31,  1998  are not  necessarily  indicative  of the  results  that  may be
      expected for any other  interim  period or for the fiscal year ended March
      31, 1999.


                                       5

<PAGE>




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


Results of Operations

      Net Sales for the nine-months ended December 31, 1998 and 1997 were $5,000
and $151,000  respectively.  The decease of $146,000 in current year's net sales
was due to decreased dealer sales.

      Selling,  general and administrative expenses during the nine months ended
December 31, 1998 and 1997 were $234,000 and $484,000 respectively. The decrease
was largely due to reduction in operations.

      Net Sales for the three  months ended  December  1998 and 1997 were $3,000
and $39,000 respectively.  There were no large distributor nor dealer orders for
the current  quarter,  which  resulted in the decrease in sales compared to last
year.

      Selling, general and administrative expenses during the three months ended
December 31, 1998 were,  $84,000  compared to $363,000 during the same period in
1997. The net decrease of $299,000, compared to the 3rd quarter 1997 was largely
due to a reduction in operations.

      Interest  expense  for this  quarter  of $1,500  compared  to last  year's
$38,000 is  significantly  decreased  due to  conversions  of notes payable into
shares of common stock as previously reported in March 31, 1998 10-KSB.


Financial Condition, Liquidity and Capital Resources

      Cash used in operations during the current nine month period was $261,000,
which was offset by a net increase in debt  incurred of $241,000  resulting in a
decrease of $20,000, in the Company's cash position.

      The Company plans to continue to rely upon external  financing  sources to
meet the  cash  requirement  of its  ongoing  operation.  In the  past,  Jack I.
Salzberg  has  provided  the  Company,  either  directly or  indirectly  through
guarantees,  with the necessary working capital needed to continue operating. As
previously  reported in March 31, 1998 10-KSB, Mr. Salzberg made a commitment to
continue  to  provide  such  funds  for the  continuance  of  business  until an
acquisition is completed or a private placement of securities has been made.


Current Plans

      While the Company is  continuing to explore the marketing of Therapy plus,
the main emphasis of management  is directed to acquiring  profitable  operating
companies.  The  Company  has  $6,900,000  federal  tax loss carry  forward  and
$1,600,000  tax  loss for the  State  that can be  utilized  against  profitable
operations.


      The Company's  management  is currently  pursuing  acquisition  of several
target  companies  dependent  upon  obtaining  financing and due diligence to be
performed  by the  company.  Although  there  is no  guarantee  that  any of the
proposed  acquisitions will materialize,  there is reasonable  anticipation that
funds can be obtained to finalize such an acquisition once the target company is
definitely established and meets all the criteria.




                                       6
<PAGE>




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



Inflation and Changing Prices

      The Company  does not foresee  any  adverse  effects on its  earnings as a
result of inflation or changing prices.

Year 2000 Issues

      The nature of the Company's business systems is such that the year 2000 is
expected  to have a minimal  impact on the  Company's  operations  or  financial
performance.  However,  there  can be no  assurance  that the  systems  or other
parties upon which the Company's businesses also rely will address the year 2000
problem adequately.

Subsequent event

During January 1999,  legal fees totaling  $18,915,  as reflected in the section
entitled Liabilities and Equity, accounts payable, were paid in full.





                                       7
<PAGE>





                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            None

ITEM 3.     DEFAULT UPON SENIOR SECURITIES

            None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

            None.

ITEM 5.     OTHER INFORMATION

      Change of address

      14115 S. Pontlavoy Ave., Santa Fe Springs, CA 90703

      Under  the  First  Amendment  to Lease,  the term of the  Company's  lease
expired at the above  address,  on January 31, 1999. The Company did not require
the 12,460 square feet  facility,  and as of February 1, 1999,  has relocated to
the following address:

      Numex Corporation
      433 N. Camden Drive, 4th floor, Suite 216
      Beverly Hills, CA 90210

      Telephone:  (310) 274-6296 or  (562) 404-7176


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            None



                                       8
<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/ Jack I. Salzberg
                                                     President & CEO


Dated: February 11, 1999













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