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, 1996

                                       OR

   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

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                          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 Securities 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  6,167,750  shares of common  stock,  $.10 par  value,  and
170,000 shares of preferred stock, $1.00 par value,  outstanding at December 31,
1996.

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
                               December 31, 1996
                                   (Unaudited)


                                     Assets
<S>                                                                <C>

Current Assets:
      Cash and equivalents                                              $10,921
      Restricted cash                                                     5,680
      Accounts receivable                                                 1,377
      Inventory                                                          47,081
      Prepaid expenses                                                  133,966
                                                                    ------------
                Total current assets                                    199,025

Fixed assets, net                                                         2,113
Intangible assets, net                                                  367,462
Dubs                                                                      7,195
Deposits                                                                 20,891
                                                                    ------------
               Total assets                                          $  596,686
                                                                    ============
<CAPTION>
                       Liabilities & Stockholders' Equity
<S>                                                                <C>

Current liabilities:
      Notes payable                                                  $1,078,834
      Accounts payable                                                   71,432
      Accrued expenses                                                  518,691
      Liabilities subject to assignment of assets of subsidiary         603,565
                                                                    ------------
               Total current liabilities                              2,272,522

Long -term liabilities:
      Notes payable - other, long-term                                  600,000
      Notes payable to related parties, long-term                       300,000
                                                                    ------------
               Total liabilities                                      3,172,522

Stockholders' equity:
      Preferred stock, $1 par value, 10,000,000 shares
           authorized, 170,000 issued                                   170,000 
      Common stock, $.10 par value, 20,000,000 shares authorized,
           6,292,750 issued and 6,167,750 shares outstanding            629,275
      Treasury stock, at cost, 125,000 shares                          (143,324)
      Unearned portion of restricted stock issued                      (562,500)
      Additional paid in capital                                      7,875,343
      Accumulated deficit                                           (10,544,630)
                                                                    ------------
               Total stockholders' equity                            (2,575,836)

               Total liabilities & stockholders' equity               $ 596,686
                                                                    ============
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS 
     For the Three Months and Nine Months Ended December 31, 1996 and 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                             Three Months Ended           Nine Months Ended
                                December 31,               December 31,
 

                               1996       1995           1996       1995
                           ----------- ----------     ----------- ----------
<S>                       <C>         <C>            <C>         <C>
Net sales                    $112,907   $  4,149        $277,298    $936,499

Cost of sales                  44,622      1,072         112,241     513,996
                           ----------- ----------     ----------- -----------
     Gross profit              68,285      3,077         165,057     422,503

Selling, general and
 administrative expenses       99,374    105,019         340,700     739,442
                           ----------- ----------     ----------- -----------
     Loss from operations     (31,089)  (101,942)       (175,643)   (316,939)
                           ----------- ----------     ----------- -----------

Other Income(Expense)
 Interest expense, net       ( 46,796)  ( 46,029)       (140,124)   (136,039)
 Other Income                  30,415    122,590          64,618     153,783 
Loss on assignment of assets
  for benefit of creditors
  - subsidiary                   -          -                137    (403,009)
 Loss-write-off of goodwill      -          -               -       (533,475)
                           ----------- ----------     ----------- -----------
     Total Other expense     ( 16,381)  ( 76,561)       ( 75,369)   (918,740)
                           ----------- ----------     ----------- -----------

Loss before income taxes     ( 47,470)  ( 25,381)       (251,012) (1,235,679)

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

     Net  loss               ($47,470)   ($25,381)     ($251,812)($1,236,479)
                           =========== ==========     =========== ===========

Per share data:
     Net loss                 ($0.008)   ($0.004)         ($0.04)     ($0.20)
                           =========== ==========     =========== ===========

Weighted average common
     shares outstanding      6,167,750  6,145,600      6,166,195   6,145,600
                           =========== ==========     =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

                                Numex Corporation
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended, December 31, 1996 and 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  Nine Months Ended December 31
                                                     1996                 1995
                                                 ----------           ----------
<S>                                            <C>                    <C>
Cash flows from operating activities:
Net loss                                         ($251,812)         ($1,236,478)
Adjustments required to reconcile net loss to
     net cash used in operating activities:
Loss on assignment of assets to creditors                0              402,789
Loss on write-off of goodwill                            0              533,474
Depreciation and amortization                       13,165               71,183
Conversion of accounts payable to note payable      11,344                    0
Changes in operating assets and liabilities:
     Accounts receivable                              (703)             ( 1,886)
     Inventory                                       2,850               69,126 
     Prepaid expenses                             ( 97,366)             ( 8,165)
     Restricted cash                              (  1,359)               5,881
     Dubs                                         (  7,195)                   0
     Deposits                                     (  8,460)               1,249 
     Accounts payable                                5,105             (211,097)
     Accrued expenses                               41,218               29,948 
     Customer deposits                             101,943               34,240
                                                 ----------           ----------


          Net cash used in operating activities (  191,270)            (309,735)
                                                 ----------           ----------

Cash flows from investing activities:
     Purchase of fixed assets                            0              (   914)
     Cash proceeds from insurance settlement                                   
       for lost tooling                             13,950                    0
                                                 ----------           ----------

          Net cash used in investing activities     13,950              (   914)
                                                 ----------           ----------

Cash flows from financing activities:
     Proceeds from note payable                    100,000              332,000
     Repayment of notes payable                  (  77,000)           ( 112,730)
     Proceeds from issuance of preferred stock     153,312                    0
                                                 ----------           ----------

          Net cash provided by financing           176,312              219,270
                                                 ----------           ----------

          Net(decrease)increase in cash
           & cash equivalents                       (1,008)             (91,379)

          Cash and cash equivalents,
           beginning of period                      11,929              113,515
                                                 ----------           ----------

          Cash and cash equivalents,
           end of period                           $10,921              $22,136
                                                 ==========           ==========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>
                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               December 31, 1996
                                   (Unaudited)



Supplemental cash flow information for the nine months ended December 31, was as
follows:
<TABLE>
<CAPTION>

                                                      1996               1995
                                                  -----------        -----------
<S>                                               <C>                <C>
      Interest paid                                  $61,329            $94,221

      Income taxes paid                                  800                800
</TABLE>

<PAGE>






                                NUMEX CORPORATION
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                               December 31, 1996
                                   (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  from 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, 1996.  Operating  results for the six months ended  December 31, 1996
are not necessarily indicative of the results that may be expected for any other
interim period or for the fiscal year ended March 31, 1997.

NOTE 2. VIASTAR

     In June 1994 the Company issued  1,000,000 shares of the Company's stock to
the  shareholders  of ViaStar  Marketing Inc. in exchange for all the issued and
outstanding  shares  of  that  company's,  which  merged  with  a  wholly  owned
subsidiary of the Company renamed ViaStar Marketing Inc.  ("ViaStar").  Of these
1,000,000 shares, 500,000 were placed in escrow pending ViaStar's achievement of
certain  minimum  profit goals through March 31, 1997.  Insofar as ViaStar is no
longer  in  business  and its  assets  have been  assigned  for the  benefit  of
creditors,  the  achievement  of the  minimum  required  goals  will not be met.
Accordingly,  as provided in the escrow agreement,  the 500,000 shares in escrow
shall be  returned  to the  Company  automatically  at March  31,  1997,  if not
earlier.

     Effective July 31, 1995 an assignment was made for the benefit of creditors
of the  assets of  ViaStar  Marketing,  Inc. a wholly  owned  subsidiary  of the
company,  resulting  in a loss of  $403,000.  These assets are expected to yield
approximately  $15,000 to the creditors.  The goodwill from the 1994 acquisition
of ViaStar of $533,000  has been  written off  resulting  in a combined  loss of
$936,000.
 
<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 31,1996 and 1995 were $277,000
and  $936,000  respectively.  $601,000 of this  $659,000  decrease is due to the
discontinuance  of  operations  of ViaStar  Marketing , Inc. as of July 31, 1995
Numex  Therapy  Plus sales for the nine  months  ended  December  31,  1996 were
$277,000 as compared to $335,000  for the nine months  ended  December 31, 1995.
Unfilled Numex Therapy Plus orders as of December 31, 1996 totaled approximately
$101,024.

     For the nine months ended December 31, 1996 and 1995, selling,  general and
administrative expenses were $341,000 and $739,000 respectively. The decrease of
$398,000 is due entirely to the discontinuance of ViaStar,  insofar as ViaStar's
selling, general and administrative expenses for the 1995 period were $418,000.

     Net sales for the three  months ended  December  31, 1996 were  $113,000 as
compared  to $4,000  for the  corresponding  period  in 1995.  The  increase  of
$109,000 compensates for the prior quarters' decreased sales of Therapy Plus due
to manufacturing delays.

     Selling,  general and administrative expenses during the three months ended
December 31,1996 were $99,000, as compared to $105,000 during 1995. The decrease
of $6,000 is a result of Numex's further cost cutting measures.


Financial Condition, Liquidity and Capital Resources

     Cash used in operations  during the current nine month period was $191,000,
which was offset by a net  increase in debt  incurred of $23,000,  net  proceeds
from the sale of preferred  stock of $153,000,  net cash proceeds from insurance
settlement for lost tooling of $14,000 and a decrease of $1,000 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 which if
completed would have provided proceeds of $350,000. As of September 30, 1996 the
Company has sold 170 units for gross  proceeds of $171,000,  and net proceeds of
$153,000.  The net  proceeds  of this  placement  have been used to finance  the
reintroduction of the Product.


Current Plans of Registrant

Numex

     On February 6, 1996 the U.S. Food and Drug Administration (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 of pain associated with arthritis.

     Accordingly,  Registrant commenced efforts to resume marketing Therapy Plus
in the  United  States  using  the  newly  accepted  claims  by  the  government
regulatory agency,  regarding arthritis pain through direct response television,
which to date has not been economically effective. In addition,  registrant will
continue its  wholesale  sales of Therapy Plus for resale in markets  outside of
the United States.

     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

Financial Advertising Services,  Inc., etc. v. Numex Corporation,  Etc., et al
LASC Case No. BC 162019

     The litigation  known as Financial  Advertising  Services,  Inc. d.b.a. FMS
Direct,  a  California   Corporation   ("FMS")  (the   "Plaintiff").   v.  Numex
Corporation,  a Delaware Corporation (the "Company") (the "Defendants"),  et al.
was filed in the Superior Court of the State of California for the County of Los
Angels, on December 5, 1996. The action alleges that the supplier,  FMS, and the
Company  entered  into a contract  and  pursuant to the  contract FMS is seeking
$20,000 in  payments  due.  The  Company  is unable to  determine,  if any,  the
ultimate  outcome of the lawsuit,  but  management  of the Company  believes the
claims are without merit.


Item 2.  CHANGES IN SECURITIES

                  None.

Item 3.  DEFAULT IN SENIOR SECURITIES

                  None.

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

     On April 1, 1996 by Written  Consent of  stockholders  owning a majority of
the issued and outstanding shares of Common Stock of the Company,  Article IV of
the Certificate of  Incorporation  was amended to authorize the Company to issue
ten million (10,000,000) shares of Preferred Stock with a par value of $1.00, in
lieu of the one hundred  thousand  (100,000)  shares with a par value of $100.00
previously authorized.
                 
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: Dated: February 11, 1997