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, September 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                                       06-1034587
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

14115 S. PONTLAVOY AVE.  SANTA FE SPRINGS,  CALIFORNIA           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 7,455,581  shares of common stock,  $.10 par value,  and 170,000
shares of preferred stock, $1.00 par value outstanding at September 30, 1997.

Traditional Small Business Disclosure Format (check one):

Yes   X           No


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

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


                                     Assets
<S>                                                              <C>
Current Assets:
   Cash and equivalents                                               $15,687
   Accounts receivable                                                 39,631
   Inventory                                                            9,141
   Prepaid expenses                                                     6,660
                                                                 -------------
     Total current assets                                              71,119

Fixed assets, net                                                      16,304
Deposits                                                               12,390
                                                                 -------------
     Total assets                                                     $99,813
                                                                 =============
<CAPTION>
                       Liabilities & Stockholders' Equity
<S>                                                              <C>
Current liabilities:
   Notes payable                                                   $1,499,490
   Accounts payable                                                    44,440
   Accrued expenses                                                   406,282
   Customer deposit                                                    47,833
                                                                 -------------
     Total current liabilities                                      1,998,045

Long-term liabilities:
   Notes payable to related parties, long-term                              0
                                                                  ------------
     Total liabilities                                              1,998,045

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,
     8,080,581 issued and 7,455,581 shares outstanding                808,058
   Treasury stock, at cost, 625,000 shares                           (705,824)
   Additional paid in capital                                       8,727,411
   Accumulated deficit                                            (10,897,877)
                                                                 -------------
     Total stockholders' equity                                    (1,898,232)

     Total liabilities & stockholders' equity                         $99,813
                                                                 =============
</TABLE>
See Notes to Consolidated Financial Statements. 

<PAGE>

                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED, SEPTEMBER 30, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>

                                   Three Months Ended                Six Months Ended
                                       September 30,                   September 30,
                                 1997             1996             1997            1996
                            --------------   ------------    ------------    -------------
<S>                            <C>             <C>             <C>              <C>    

Net sales                       $81,104         $148,251        $111,518         $164,391

Cost of sales                    31,836           63,216          44,286           67,619
                            ------------    -------------    -------------   --------------

     Gross profit                49,268           85,035          67,232           96,772

Selling, general and
 administrative expenses         66,160           77,949         121,429          241,326
                            ------------    --------------   -------------   --------------

   Loss from operations         (16,892)           7,086         (54,197)        (144,554)
                            ------------    --------------   -------------   --------------

Other Income (Expense)
  Interest expense, net         (40,250)         (43,258)        (85,009)         (93,328)
  Other Income                        0           24,027               0           34,203
  Loss on assignment of assets
    for the benefit of creditors
    - subsidiary                      0              138               0              138
                             ------------   --------------   -------------   --------------

  Total Other Income(Expense)   (40,250)         (19,093)        (85,009)         (58,987)
                             ------------   --------------   -------------   --------------

Loss before income taxes        (57,142)         (12,007)       (139,206)        (203,541)

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

     Net  loss                 ($57,942)        ($12,007)      ($140,006)       ($204,341)
                             ============   ==============   =============   ==============

Per share data:
     Net loss                    ($0.01)         ($0.002)         ($0.02)          ($0.03)
                             ============   ==============   =============   ==============

Weighted average common
     shares outstanding       6,698,668        6,167,750       6,335,206        6,165,414
                             ============   ==============   =============   ==============
</TABLE>
See Notes to Financial Statements.

<PAGE>


                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED, SEPTEMBER 30, 1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                        Six Months ended September 30
                                                            1997             1996
                                                       ---------------  --------------
<S>                                                     <C>               <C>    

Cash flows from operating activities:
Net loss                                                ($140,007)        ($204,341)
Adjustments required to reconcile net loss to
   net cash used in operating activities:
Depreciation and amortization                               2,877            18,085
Changes in operating assets and liabilities:
   Accounts receivable                                    (30,573)              523
   Inventory                                                 (318)          (10,178)
   Prepaid expenses                                        (6,660)         (113,726)
   Restricted cash                                          5,755              (571)
   Dubs                                                         0            (4,385)
   Deposits                                                     0              (995)
   Accounts payable                                       (34,259)           (8,300)
   Accrued expenses                                        76,233            39,316
   Customer deposits                                      (68,591)           59,943
                                                        -----------    -------------
      Net cash used in operating activities              (195,543)         (224,629)
                                                        -----------    -------------

Cash flows from investing activities:
  Purchase of fixed assets                                   (270)            -
                                                        -----------    -------------
     Net cash used in investing activities                   (270)                0
                                                        -----------    ------------- 

Cash flows from financing activities:
   Proceeds from note payable                             200,500            88,000
   Proceeds from notes payable to related parties               0            12,000
   Repayment of notes payable                              (4,000)          (25,500)
   Repayment of notes payable to related parties                0           (12,000)
   Proceeds from preferred stock issued                         0           153,312
                                                        -----------    ------------- 
     Net cash provided by financing activities            196,500           215,812
                                                        -----------    -------------

Net decrease in cash and cash equivalents                     687            (8,817)

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

Cash and cash equivalents, end of period                  $15,668            $3,112
                                                        ===========    ============= 
</TABLE>
See Notes to Financials Statements.

<PAGE>

                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               September 30, 1997
                                   (Unaudited)



Supplemental cash flow information for the six months ended September 30, was as
follows:

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

      Interest paid                                     $22,767        $42,639

      Income taxes paid                                     800            800




Non-cash  financing  activity  for the six  months  ended  September  30, was as
follows:

      Issuance of common stock in payment 
      of legal services                                        0        11,344

      Conversion of accrued interests of a
      related party noteholder into common stock          67,082             0  
      
      Conversion of accrued interests into notes
      payable                                            158,174             0

      Conversion of accounts payable into notes payable   22,039             0  

      Conversion of notes payable into common stock
      at $0.50 per share                                 676,834             0  



See Notes to Financial Statements.


<PAGE>
                                                          



                                NUMEX CORPORATION
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                               September 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 six months  ended
         September 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, continued



Results of Operations

Net sales for the six months ended September  30,1997 and 1996 were $112,000 and
$164,000  respectively.  The 32%  decrease  in current  year's net sales was due
mainly from decreased dealer sales and slightly from the  discontinuance  of the
new Therapy Plus infomercial.

For the six months  ended  September  30,  1997 and 1996,  selling,  general and
administrative expenses were $121,000 and $241,000 respectively.  The absence of
related expenses incurred in the the  reintroduction of Therapy Plus in 1996 and
more cost cutting measures implemented by the Company resulted in a 50% decrease
on the current year's selling, general and administrative expenses.

Net sales for the three months ended September 30, 1997 were $81,000 as compared
to $148,000 for the corresponding period in 1996. The Therapy Plus international
sales through  distributors has been the Company's major source of sales income.
The  timing  difference  with  regards to  receiving  and  fulfilling  the large
quantity  orders  could  result  in  increase  or  decrease  in  sales  from the
corresponding quarter.

Selling,  general and  administrative  expenses  during the three  months  ended
September  30,1997 were $66,000,  as compared to $78,000 during 1996. During the
fiscal year ending March 31, 1997, the Company wrote off all  intangible  assets
related to the Therapy  Plus  license and  purchase  agreements.  The absence of
amortization for these intangibles,  plus the decrease in outside services which
was offset  with the  increase  in legal  fees,  resulted  in a 15%  decrease in
company's expenses.



Financial Condition, Liquidity and Capital Resources

Cash used in operations during the current six month period was $196,000,  which
was offset by a net increase in debt incurred of $196,000, and a slight decrease
of $700 in Registrant's cash position.

During the 2nd quarter,  the Registrant's  Chairman of the Board converted notes
receivable  and accrued  interests  in the amount of $144,000 to common stock at
$0.50 per share.  As  previously  disclosed  in March 31,  1997  10KSB,  he also
converted $300,000 of the Company's indebtedness into common stock for $1.00 per
share. Two other  noteholders  have converted their long term convertible  notes
into common stock at $0.50 per share for a total of $600,000.

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.



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.

 <PAGE>

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

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 $6.7  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.





                           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.


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 and Chairman of the Board



Dated: November 12, 1997