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, 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  11,312,833   shares  of  Common  Stock,  $.10  par  value,
outstanding as of September 30, 1998.

Transitional Small Business Disclosure Format (check one):

Yes  [  ]         No  [X]

See Notes to Consolidated Financial Statements.
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                NUMEX CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1998
                                   (Unaudited)

                                     Assets
Current Assets:
    Cash and equivalents                                             $32,627
    Accounts receivable - other                                        5,106
    Inventory                                                         10,430
    Prepaid expenses                                                     496
                                                   -------------------------
       Total Current Assets                                           48,657

Fixed Assets
     Fixed assets                                                    220,817
     Less Accumulated depreciated                                   (206,333)
                                                      -------------------------

       Total  fixed assets                                             14,484

Other Assets
     Deposits                                                           8,058
                                                      -------------------------
        Total Assets                                                  $71,199
                                                      =========================

                           Liabilities and Equity
Current Liabilities:
     Accounts payable                                                  $13,867
     Accrued expenses                                                   14,018
     Notes payable                                                      47,000
                                                      -------------------------
        Total Current Liabilities                                       74,885
                                                      -------------------------

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)                                        (144,790)
                                                      -------------------------
        Total Stockholders' Equity                                      (3,685)
                                                      -------------------------
        TOTAL LIABILITIES AND EQUITY                                   $71,199
                                                      =========================
See Notes to Consolidated Financial Statements.

<PAGE>



                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED, SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>

<CAPTION>
                                     Three Months Ended       Six Months Ended
                                        September 30,           September 30,
<S>                               <C>              <C>       <C>         <C> 
                                  1998             1997      1998        1997
                               -----------    ----------  ---------    --------

Net sales                            $204       $81,104      $2,288    $111,518

Cost of Sales                        $204        31,836         829      44,286
                               -----------  -------------  ---------   ---------
                               

     Gross Profit                       0        49,268       1,459      67,232

Selling, general and
 administrative expenses           66,459        66,160     137,964     121,429
                               -----------   -----------  ----------  ----------

Net Income/(Loss) from
     operations                  (66,459)      (16,892)   (136,505)    (54,197)
                               -----------  ------------  ----------  ----------

Other Income/(Expense)
      Interest expense, net       (2,010)      (40,250)     (7,485)    (85,009)
                               -----------  ------------  ----------  ----------

  Total Other Income/(Expense)    (2,010)      (40,250)     (7,485)    (85,009)

Net Income/(Loss) before
    income taxes                 (68,489)      (57,142)   (143,990)   (139,206)

                                        0

Provision for income taxes          (800)         (800)       (800)       (800)
                               -----------  ------------  ----------  ----------
    Net Income/(Loss)           ($69,269)     ($57,942)   ($144,790)  ($140,006)
                               ===========  ===========  ===========  ==========

Per share data:
     Net loss                     ($0.01)       ($0.01)     ($0.02)     ($0.02)
                               ===========  ===========   ========== ===========
Weighted average common
     shares outstanding        11,191,906    $6,698,668  10,989,067  $6,335,206
                               ===========  ============ ============ ==========

</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>


                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED, SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

                                              Six Months ended September 30
                                                           1998          1997
Cash flows from operating activities:
     Net Income/Loss                                      ($144,790)  140,007)
     Adjustments to reconcile net income to
       net cash provided by operating activities:
     Depreciation and amortization                            2,562     2,877
     Conversion of liabilities to common stock                         67,082
     Conversion of accrued interest & expenses into notes payable     180,213
    
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable             (5,106)   (30,573)
     (Increase) decrease in prepaid expenses                  (496)    (6,660)
     (Increase) decrease in inventories                       (199)      (318)
     (Increase) decrease in restricted cash                             5,755
     (Increase) decrease in deposits                          (900)         -
     Increase (decrease) in accounts payable               (21,782)   (34,259)
     Increase (decrease) in accrued liabilities            (17,881)   171,062)
     Increase (decrease in customer deposits                      -   (68,591)
                                                        ------------ ---------
        Total adjustments                                  (43,801)   (55,536)
                                                        ------------ ---------
      Net cash provided (used) by operating activities    (188,591)  (195,543)

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

Cash flows from financing activities:
     Proceeds from notes payable                            200,000    200,500
     Repayment of notes payable                              (6,000)    (4,000)
                                                        ------------ ---------
     Net cash provided by financing activities              194,000   196,500
                                                        ------------ ---------

Net  increase (decrease) in cash and cash equivalents         5,409       687

Cash and cash equivalents, beginning of period               27,217    14,981
                                                        ------------ ---------
Cash and cash equivalents, end of period                    $32,626   $15,668
                                                           ========= =========

Supplemental cash flow information:
     Interest paid                                           $7,485    $22,767
     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 of a related party  300,000
     Issuance of common stock in payment of legal services  171,930
     Conversion of accrued interest of a related party 
        noteholder into common stock                                    67,082
Conversion of accrued interests into notes payable                     158,174
Conversion of accounts payable into notes payable                       22,039

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 three months ended  September 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 six months ended  September 30, 1998 and 1997 were $2,000
and $112,000  respectively.  The decease of $110,000 in current year's net sales
was due to decreased dealer sales.

     Selling,  general and  administrative  expenses during the six months ended
September  30,  1998 and 1997  were  $138,100  and  $121,000  respectively.  The
increase  was  largely  due to the  increase  in legal fees for  preparation  of
registration  statement and other  corporate  matters,  and $30,000  increase in
outside services incurred for matters related in pursuit of acquiring profitable
businesses.

     Net Sales for the three months ended  September 30, 1998 and 1997 were $200
and $112,000 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
September 30, 1998 and 1997 were the same, $66,000 and $66,000 respectively.

     Interest expense for this quarter of $2,000 compared to last year's $40,000
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 six month period was $189,000,
which was offset by a net increase in debt incurred of $194,000  resulting in an
increase of $5,000 in the Company's cash position.

     During the second  quarter,  four  noteholders  converted  their  aggregate
indebtedness  of $178,000 into common stock of the Company at $1.00 per share. A
fifth noteholder  converted his note receivable of $22,000 at $0.50 per share of
common stock of the Company. A total of 222,491 of the Company's treasury stocks
were used for this transaction.

     On September 30, 1998 the preferred shareholders exchanged all their shares
to common  stock of the Company,  on a one to one basis,  for a total of 201,123
shares.  The total included their original  investment plus accrued dividends at
the rate of $1.00 per share.

     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.


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

                  None

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

                  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: November 6, 1998