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, June 30, 1997

                                       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      I.R.S.  Employer Identification  Number)  
Incorporation or Organization)  

14115 S. Pontlavoy Ave. Santa Fe Springs,  CA                            90670
(Address of Principal  Executive Offices)                             (Zip Code)
                                 (562) 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 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  5,967,750  shares of common  stock,  $.10 par  value,  and
170,000  shares of preferred  stock,  $1.00 par value,  outstanding  at June 30,
1997.

Traditional Small Business Disclosure Format (check one): 

Yes X No
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

                                NUMEX CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1997
                                   (Unaudited)


                                     Assets

Current Assets:
      Cash and equivalents                                              $ 1,511
      Restricted cash                                                     1,019
      Accounts receivable                                                 1,093
      Inventory                                                          10,758
      Prepaid expenses                                                    2,427
                                                                    ------------
                Total current assets                                     16,808

Fixed assets, net                                                        17,595
Deposits                                                                 12,391
                                                                    ------------
               Total assets                                          $   46,794
                                                                    ============

                       Liabilities & Stockholders' Equity

Current liabilities:
      Notes payable                                                  $1,283,111
      Accounts payable                                                   59,937
      Accrued expenses                                                  687,951
                                                                    ------------
               Total current liabilities                              2,030,999

Long-term liabilities:
      Notes payable - other, long-term                                  600,000
                                                                    ------------
               Total liabilities                                      2,630,999

Stockholders' equity:
      Preferred stock, $1.00 par value, 10,000,000 shares
           authorized, 170,000 issued                                   170,000
      Common stock, $.10 par value, 20,000,000 shares
           authorized, 6,592,750 issued and
           5,967,750 shares outstanding                                 659,275
      Treasury stock, at cost, 625,000 shares                          (705,824)
      Additional paid in capital                                      8,132,279
      Accumulated deficit                                           (10,839,935)
                                                                    ------------
               Total stockholders' equity                            (2,584,205)

               Total liabilities & stockholders' equity               $  46,794
                                                                    ============

See Notes to Consolidated Financial Statements.
<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended June 30, 1997 and 1996
                                   (Unaudited)

                                                          Three Months Ended
                                                                 June 30,

                                                             1997       1996
                                                           ----------- --------
Net sales                                                  $ 30,414  $   16,140
Cost of sales                                                12,450       4,403
                                                          ----------- ---------
     Gross profit                                            17,964      11,737

Selling, general and administrative expenses                 55,269     163,377
                                                          ----------- ---------
     Loss from operations                                  ( 37,305)   (151,640)
                                                            
Interest expense, net                                      ( 44,760)   ( 50,070)
Other income                                                             10,176 
                                                          ----------- ----------
Loss before income taxes                                   ( 82,065)   (191,534)

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

     Net  loss                                            ($ 82,065)  ($192,334)
                                                          =========== =========

Per share data:
     Net loss                                               ($0.01)     ($0.03)
                                                          =========== ==========

Weighted average common
     shares outstanding                                    5,967,750   6,163,052
                                                          =========== ==========

See Notes to Consolidated Financial Statements.
<PAGE>

                                Numex Corporation
                      Consolidated Statements of Cash Flows
             For the Three Months Ended, June 30, 1997 and 1996
                                   (Unaudited)

                                                     Three Months ended June 30
                                                     1997                 1996
                                                 ----------           ---------

Cash flows from operating activities:
Net loss                                       ($   82,065)          ($192,333)
Adjustments required to reconcile net loss to
     net cash used in operating activities:
Depreciation and amortization                        1,316               9,112
Conversion of accounts payable to common stock           0              11,344
Changes in operating assets and liabilities:
     Accounts receivable                             7,964                 302
     Inventory                                     ( 1,935)            ( 8,896)
     Prepaid expenses                              ( 2,427)            (93,010)
     Restricted cash                                 4,756             (   397)
     Deposits                                            0             ( 1,000)
     Accounts payable                              (18,762)            (21,190)
     Accrued expenses                               22,183              20,464
     Customer deposits                             (28,000)             65,753
                                                 ----------           ---------

          Net cash used in operating activities (   96,970)           (209,851)
                                                 ----------           ---------

Cash flows from investing activities:
     Purchase of fixed assets                            0                   0
     Purchase of intangible assets                       0                   0
                                                 ----------           ---------

          Net cash used in investing activities          0                   0 
                                                 ----------           ---------

Cash flows from financing activities:
     Proceeds from note payable                     85,500              57,000  
     Proceeds from n/p to related parties                0              12,000
     Repayment of notes payable                  (   2,000)          (  24,000)
     Repayment of n/p to related parties                 0           (  12,000)
     Proceeds from stock subscription                    0             170,850  
                                                 ----------           --------- 
          Net cash provided by financing            83,500             203,850
                                                 ----------           ---------

          Net(decrease)increase in cash 
           & cash equivalents                    (  13,470)          (   6,001)

          Cash and cash equivalents,
           beginning of period                      14,981              11,929
                                                 ----------           ---------

          Cash and cash equivalents,
           end of period                           $ 1,511             $ 5,928
                                                 ==========           =========

See Notes to Consolidated Financial Statements.
<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  June 30, 1997
                                   (Unaudited)



Supplemental cash flow information for the three months ended
June 30, as follows:

                                                      1997             1996
                                                  -----------        ----------

      Interest paid                                  $10,025            $22,362

      Income taxes paid                                 -                   800


Non - financing activity for the three months ended June 30,
was as follows:

                                                      1997            1996
                                                  -----------        ----------

Issuance of common stock in payment of legal 
 services                                              -               $11,344 


<PAGE>
                               NUMEX CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1997
                                  (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, 1997.  Operating  results for the three months ended June 30, 1997 are
not  necessarily  indicative  of the results  that may be expected for any other
interim period or for the fiscal year ended March 31, 1998.



<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 June 30, 1997 and 1996 were  $30,000
and $16,000 respectively. The increase of $14,000 was largely due from wholesale
sales.

     Selling,  general and administrative expenses during the three months ended
June 30, 1997 were $55,000 as compared to $163,000  during 1996. The decrease of
$108,000 was a result of the  continued  cost cutting  measures,  retirement  of
fixed assets, write off of intangibles, sublet of a portion of the warehouse and
offices, and there was no airtime bought for the current quarter.


Financial Condition, Liquidity and Capital Resources

     Cash used in operations  during the current three month period was $97,000,
which was offset by a net  increase in debt  incurred of $84,000  resulting in a
decrease of $13,000 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.


Private Placement

     In April 1996 the Company  commenced a private  placement of 350,000 shares
of $1.00 par convertible preferred stock and warrants of the Company pursuant to
a private  placement  memorandum  dated  April 8, 1996 and would  have  provided
proceeds  of $350,000 if all units were sold.  The  offering  closed on or about
September 30, 1996 with a total of 170,000 shares of the Registrant's  preferred
stock issued. The Company sold 170 units for gross proceeds of $171,000. The net
proceeds, $140,000, of this placement were used to finance the reintroduction of
the Product.

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,  the Company plans to continue  marketing Therapy Plus through
wholesale  and  export  distributors,  using  the newly  accepted  claims by the
government regulatory agency, regarding arthritis pain. The Company is currently
negotiating with several major companies to distribute the Therapy Plus Product.

     Since late fall 1996, Management has been intensively pursuing acquisitions
of a profitable  business.  Management  has been reviewing  several  acquisition
candidates. In anticipation of possible acquisitions the Company has established
a relationship with a medium size investment  banking house which specializes in
private placements of securities and notes with institutional investors.

     Management  is  now in  the  process  of due  diligence  phase  of  several
acquisition candidates, whose revenues range from $4 - $30 million annual sales.

     Although,  there is no guarantee that any of the proposed acquisitions will
materialize,  there is  reasonable  anticipation,  once the  target  company  is
definitely   established   and  meets  all  the  criteria  of  the  Company  and
institutional  investors  that  funds  can  be  obtained  to  finalize  such  an
acquisition.

     It is to be noted that the Company  has  approximately  a $6.5  million tax
loss  carryforward  which can be  available  to be  utilized  by any  profitable
acquisition.

     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 and sale
of Registrant's  stock, by issuing  Registrant's  stock as consideration for the
acquisition,  or by any other means that is agreeable to all parties involved in
the transaction.

<PAGE>
                          PART II. - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS 


Belin  Rawlings  & Badal LLP and  Numex  Corporation  and Jack I.  Salzberg
American Arbitration Association RE:72 194 01200 96

     On December 6, 1997 Belin  Rawlings & Badal LLP (the  "Claimants")  filed a
Demand  for  Arbitration  before  the  American  Arbitration  Association  in  a
proceeding  entitled In the Matter of the  Arbitration  between Belin Rawlings &
Badal LLP, and Numex Corporation and Jack I. Salzberg (the "Respondents")  (Case
No.  72  194  01200  9)  (the  "Proceeding").  The  proceeding  arose  out of an
allegation  by the Claimants  that  pursuant to a Promissory  Note and Agreement
dated June 28, 1994 (the  "Agreement") by and between Belin Rawlings & Badal LLP
and  Numex  Corporation  and Mr.  Salzberg,  the  Respondents  failed to meet an
obligation to pay an unpaid principal in the amount of $151,000.

     Subsequently, on May 15, 1997, the American Arbitration Association awarded
to the Claimants,  Belin Rawlings & Badall LLP a total amount of $208,778,  plus
interest, at the rate of 10% per annum from May 6, 1997.

     Discussions  are  currently  being held by the Company and the Plaintiff to
convert this amount into common stock of the Company.


Barnes  Morris Wolf P.C. vs. Numex  Corporation  and Jack I.  Salzberg,  an
individual LAMC Case No. 97C01978

     On June 6th,  1997,  Barnes  Morris  Wolf P. C. (the  "Plaintiff")  filed a
litigation  known  as  Barnes  Morris  Wolf P. C.  vs.  Numex  Corporation  (the
"Company"),  a Delaware  Corporation and Jack I. Salzberg,  an individual  ("the
Defendants") with the Municipal Court, Whittier Judicial District, County of Los
Angeles,  California.  The action  alleges  that the  Plaintiff  and the Company
entered into a contract,  and pursuant to the contract the  Plaintiff is seeking
$13,214 in payments due. The Company does not agree with the Plaintiff's  amount
of payments due. Negotiations are taking place with the respective attorneys.


Jacob M. M. Graff, an individual vs. Numex  Corporation;  Jack I. Salzberg,
an individual; Anna S. Salzberg, an individual,  Superior Court for the State of
California, County of Los Angeles. Case No. BC 172 944

     An application for a right to attach order and writ of attachment was filed
on July 21, 1997,  by Jacob M. M. Graff (the  "Plaintiff"),  in the amount to be
secured of $200,000,  relating to a promissory note executed and dated September
9, 1992.  Concurrent  with the execution of the  promissory  note as referred to
above, by Jack I. Salzberg, as Chairman of the Board of Numex, Mr. Salzberg also
signed a personal  guarantee  concerning  the loan  balances of the original and
renewal notes.



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

          None
<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:  August 12,  1997