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, 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
               14115 S. Pontlavoy Ave. Santa Fe Springs, CA 90670
                                 (562) 404-7176

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

     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  10,889,219  shares of Common  Stock,  $.10 par value,  and
170,000 shares of Preferred stock, $1.00 par value,  outstanding as of August 6,
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
                                  June 30, 1998
                                   (Unaudited)

                                     Assets
Current Assets:
   Cash and equivalents                                          $73,262
   Inventory                                                       7,149
   Prepaid expenses                                                  496
                                                          ---------------
     Total current assets                                         80,907

Fixed assets, net                                                 15,765
Deposits                                                           7,158
                                                          ---------------
     Total assets                                               $103,830
                                                          ===============

                       Liabilities & Stockholders' Equity
Current liabilities:
   Notes payable                                                $180,789
   Accounts payable                                               27,529
   Accrued expenses                                               30,382
                                                          ---------------
     Total current liabilities                                   238,700


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,
     11,189,219 shares issued and outstanding                  1,118,922
   Additional paid in capital                                 10,043,222
   Accumulated deficit                                       (11,467,014)
                                                          ---------------
     Total stockholders' equity                                 (134,870)

     Total liabilities & stockholders' equity                   $103,830
                                                          ===============

See Notes to Consolidated Financial Statements.

<PAGE>




                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Three Months Ended June 30, 1998 And 1997
                                   (Unaudited)




                                               Three Months Ended, June 30
                                                     1998             1997
                                               --------------  ---------------

Net sales                                            $2,084          $30,414

Cost of sales                                           626           12,450
                                               --------------  ---------------

     Gross profit                                     1,458           17,964

Selling, general and administrative expenses         71,505           55,269
                                               --------------  ---------------

   Loss from operations                             (70,047)         (37,305)

Interest expense, net                                (5,475)         (44,760)
                                               --------------  ---------------

Loss before income taxes                            (75,522)         (82,065)
 
Provision for income taxes                                0                0
                                               --------------  ---------------

     Net  loss                                     ($75,522)        ($82,065)
                                               ==============  ===============

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


Weighted average common shares outstanding       10,783,999        5,967,750
                                               ==============  ===============

See Notes to Consolidated Financial Statements.

<PAGE>




                                Numex Corporation
                      Consolidated Statements of Cash Flows
               For the Three Months Ended, June 30, 1998 and 1997
                                   (Unaudited)

                                                    Three Months ended June 30
                                                       1998             1997
                                                   --------------  -------------

Cash flows from operating activities:
Net loss                                                ($75,522)      ($82,065)
Adjustments required to reconcile net loss to
   net cash used in operating activities:
Depreciation and amortization                              1,281          1,316
Changes in operating assets and liabilities:
   Accounts receivable                                      (139)         7,964
   Inventory                                               3,081         (1,935)
   Prepaid expenses                                         (496)        (2,427)
   Restricted cash                                             0          4,756
   Deposits                                                    0              0
   Accounts payable                                       (7,980)       (18,762)
   Accrued expenses                                      (11,181)        22,183
   Customer Deposits                                           0        (28,000)
                                                   ---------------  ------------
      Net cash used in operating activities              (90,956)       (96,970)
                                                   ---------------  ------------

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                            140,000         85,500
   Proceeds from notes payable to related parties              0              0
   Repayment of notes payable                             (3,000)        (2,000)
   Repayment of notes payable to related parties               0              0
                                                   ---------------  ------------
     Net cash provided by financing activities           137,000         83,500
                                                   ---------------  ------------

Net decrease in cash and cash equivalents                 46,044        (13,470)

Cash and cash equivalents, beginning of period            27,218         14,981
                                                   ---------------  ------------

Cash and cash equivalents, end of period                 $73,262         $1,511
                                                   ===============  ============

See Notes to Consolidated Financial Statements.


<PAGE>




                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  June 30, 1998
                                   (Unaudited)



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

                                                         1998           1997
                                                      -----------   -----------

      Interest paid                                         $590      $10,025

     Income taxes paid                                        -          -




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

                                                          1998          1997
                                                       ----------    ----------

Issuance of common stock in payment of
legal services at $1.23 per share                       $171,930         -

Conversion of accrued compensation of a related party
into common stock at $1.25 per share                     300,000         -

Conversion of notes payable into shares of common stock
at $1.25 per share                                       306,250         -



<PAGE>




                                                          

                                NUMEX CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 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 three months ended June
         30, 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.






<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, 1998 and 1997 were $2,000
and $30,000 respectively.  There were no large distributor nor dealer orders for
the current  quarter which  resulted to a $28,000  decrease in sales compared to
last year's.

         Selling,  general and  administrative  expenses during the three months
ended June 30, 1998 and 1997 were $71,000 and $55,000 respectively. The increase
in  expenses  was  largely  due to the  $6,000  decrease  in rent from  having a
sublessee,  $15,000  increase  in legal  fees for  preparation  of  registration
statement and other corporate  matters,  and $5,000 increase in outside services
incurred for matters related in pursuit of acquiring profitable businesses.

         Interest  expense  for this  quarter of $5,500  compared to last year's
$44,800 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  three  month  period was
$91,000,  which was  offset  by a net  increase  in debt  incurred  of  $137,000
resulting in an increase of $46,000 in the Company's cash position.

         As  previously   reported  in  March  31,  1998  10-KSB,  an  aggregate
indebtedness  of $778,000  were  converted  into 625,000  shares of common stock
during the quarter ended June 30, 1998. The Company's  treasury stocks were used
for this transaction.

         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  has been pursuing  acquisition of profitable
businesses whose revenues range from $10 - $30 million annual sales. The Company
is currently in discussion with several acquisition  candidates but no agreement
has been reached with any of them. In anticipation of possible acquisitions, the
Company has  established a relationship  with a medium size  investment  banking
house  which  specializes  in private  placements  of  securites  and notes with
institutional investors. 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.


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.

<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

                  None


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          Previously  reported on March 31, 1998 10-KSB Item 5 Market for Common
          Equity and Related Stockholder Matters.


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 ON FORM 8-K

         (a)(1)   Exhibits
                  See  Index  to  Exhibits.  The  exhibits  therein  listed  and
                  attached  hereto,  and the Exhibits  therein  incorporated  by
                  reference, are filed as a part of this report.

         (a)(2)   List
                  See exhibits.

         (b)      Reports on Form 8-K
                  A Form 8-K  dated  April  30,  1998 was  filed on May 6,  1998
                  regarding the resignation of the Company's accountants, Singer
                  Lewak Greenbaum & Goldstein.

                  A Form 8-K/A  dated  April 30,  1998 was filed on May 12, 1998
                  regarding  Singer  Lewak  Greenbaum &  Goldstein's  confirming
                  statements made on this Form 8-K/A.

                  A Form  8-K  dated  May 18,  1998 was  filed  on May 21,  1998
                  regarding  Singer Lewak  Greenbaum &  Goldstein's  and the new
                  accountants,    Stonefield   Josephson,    Inc.'s   confirming
                  statements made on this Form 8-K.
<PAGE>
      

                          INDEX TO EXHIBITS

Exhibit No.

3.1  Certificate of  Incorporation.  Incorporated by reference to exhibit 2.1 to
     Company's Registration Statement on Form S-18, filed on August 14, 1980.

3.2  Certificate of Amendment to the Certificate of  Incorporation  filed August
     30, 1985.  Incorporated  by reference to exhibit 3.3 to Company's Form 10-K
     for fiscal year ending March 31, 1988.

3.3  Certificate of Amendment to the  Certificate of  Incorporation  filed March
     31, 1986.  Incorporated by reference to exhibit 10.4 to Company's Form 10-K
     for fiscal year ending March 31, 1986.

3.4  Certificate of Amendment to the Certificate of Incorporation  filed October
     14, 1992. Incorporated by reference to exhibit 3.4 to Company's Form 10-KSB
     for fiscal year ending March 31, 1993.

3.5  Bylaws.  Incorporated by reference to exhibit 2.2 to Company's Registration
     Statement on Form S-18, filed on August 14, 1980.

3.6  Amendment  to Bylaws  dated March 19,  1992.  Incorporated  by reference to
     exhibit 3.6 to Company's Form 10-KSB for fiscal year ending March 31, 1993.

3.7  Amendment  to Bylaws  dated March 30,  1992.  Incorporated  by reference to
     exhibit 3.7 to Company's Form 10-KSB for fiscal year ending March 31, 1993.

3.8  Amendment  to Bylaws  dated July 15,  1992.  Incorporated  by  reference to
     exhibit 3.8 to Company's Form 10-KSB for fiscal year ending March 31, 1993.

3.9  Amendment to Bylaws dated December 30, 1992.  Incorporated  by reference to
     exhibit 3.9 to Company's Form 10-KSB for fiscal year ending March 31, 1993.

4    Specimen Common Stock Certificate. Incorporated by reference to exhibit 3.0
     to Company's  Registration Statement on Form S-18, filed on August 14, 1980
     (by amendment).

10.1 License  agreement  dated as of January 1, 1992  between  the  Company  and
     Gunter Schweisfurth  concerning Therapy Plus.  Incorporated by reference to
     exhibit  10.1 to  Company's  Form 10-KSB for fiscal  year ending  March 31,
     1993.

10.8 1992 Stock  Option  Plan.  Incorporated  by  reference  to exhibit  10.8 to
     Company's Form 10-KSB for fiscal year ending March 31, 1993.

10.9 Stock Option  Agreement with Gerald A. Bagg.  Incorporated  by reference to
     exhibit  10.9 to  Company's  Form 10-KSB for fiscal  year ending  March 31,
     1993.

10.16Settlement  Agreement  and Release of All Claims  dated  December  29, 1997
     between the Company and Jacob M.M.  Graff.  Incorporated  by  reference  to
     exhibit  10.16 to  Company's  Form 10-KSB for fiscal year ending  March 31,
     1998.

10.17Settlement  Agreement  and  Release of All Claims  dated  January  29, 1998
     between the  Company  and Belin  Rawlings  and Badal LLP.  Incorporated  by
     reference to exhibit 10.17 to Company's  Form 10-KSB for fiscal year ending
     March 31, 1998.

10.18Settlement  Agreement  and  Release of All Claims  dated  February  5, 1998
     between the Company and Barnes Morris Wolf P.C..  Incorporated by reference
     to exhibit 10.18 to Company's  Form 10-KSB for fiscal year ending March 31,
     1998.

11   Statement  regarding  computation  of per  share  earnings.  Set  forth  on
     Consolidated  Statements of Operations,  above, as the Company has a simple
     capital structure.

21   Subsidiaries  of  Registrant.  Incorporated  by  reference to exhibit 21 to
     Company's Form 10-KSB for the fiscal year ended March 31, 1998.

27   Financial Data Schedule. Filed herewith


<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 6, 1998