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, 1997

                                       OR

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

                          Commission File Number 0-9459

                                NUMEX CORPORATION



         Delaware                                        06-1034587
(State or 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  10,116,219  shares of common  stock,  $.10 par value,  and
170,000 shares of preferred stock,  $1.00 par value  outstanding at December 31,
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
                                DECEMBER 31, 1997
                                   (Unaudited)

                                     Assets
<S>                                                                 <C>

Current Assets:
   Cash and equivalents                                                 $ 5,762
   Accounts receivable                                                    9,491
   Inventory                                                             12,273
   Prepaid expenses                                                         893
                                                                    ----------- 
     Total current assets                                                28,420

Fixed assets, net                                                        18,401
Other assets                                                             27,405
Deposits                                                                  6,659
                                                                    ----------- 
     Total assets                                                       $80,884
                                                                    ===========

                       Liabilities & Stockholders' Equity
<S>                                                                  <C>
Current liabilities:
   Notes payable                                                       $257,816
   Accounts payable                                                      45,545
   Accrued expenses                                                     694,345
   Customer deposit                                                      28,224
                                                                    -----------
     Total current liabilities                                        1,025,931

Long-term liabilities:
   Notes payable to related parties, long-term                                0
                                                                    -----------
     Total liabilities                                                1,025,931

Stockholders' equity:
   Preferred stock, $1.00 par value, 10,000,000 shares
     authorized, 170,000 issued and outstanding                         170,000
   Common stock, $.10 par value, 20,000,000 shares authorized,
     10,741,219 issued and 10,116,219 shares outstanding              1,074,122
   Treasury stock, at cost, 625,000 shares                             (705,824)
   Additional paid in capital                                         9,791,666
   Accumulated deficit                                              (11,275,011)
                                                                    -----------
     Total stockholders' equity                                        (945,047)

     Total liabilities & stockholders' equity                           $80,884
                                                                    ===========
</TABLE>
See Notes to Consolidated Financial Statements

<PAGE>



                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED, DECEMBER 31, 1997 AND 1996
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                 Three Months Ended                        Nine Months Ended
                                                    December 31,                              December 31,
                                              1997                 1996                1997                1996
                                        ------------------   -----------------    ----------------   ------------------
<S>                                     <C>                  <C>                  <C>                <C>

Net sales                                         $39,368            $112,907            $150,886             $277,298

Cost of sales                                      15,554              44,622              59,840              112,241
                                        ------------------   -----------------    ----------------   ------------------
                

     Gross profit                                  23,814              68,285              91,046              165,057

Selling, general and
 administrative expenses                          363,037              99,374             484,466              340,563
                                        ------------------   -----------------    ----------------   ------------------

   Loss from operations                          (339,223)            (31,089)           (393,420)            (175,506)
                                        ------------------   -----------------    ----------------   ------------------

Other Income (Expense)
  Interest expense, net                           (38,413)            (46,796)           (123,422)            (140,124)
  Other Income                                        500              30,415                 500               64,618
  Loss on assignment of assets
    for the benefit of creditors
    - subsidiary                                        0                   0                   0                    0
                                        ------------------   -----------------    ----------------   ------------------

  Total Other Income(Expense)                     (37,913)            (16,381)           (122,922)             (75,506)
                                        ------------------   -----------------    ----------------   ------------------

Loss before income taxes                         (377,136)            (47,470)           (516,342)            (251,012)

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

     Net  loss                                  ($377,136)           ($47,470)          ($517,142)           ($251,812)
                                        ==================   =================    ================   ==================

Per share data:
     Net loss                                      ($0.05)            ($0.008)             ($0.08)              ($0.04)
                                        ==================   =================    ================   ==================

Weighted average common
     shares outstanding                         7,484,501           6,167,750           6,719,697            6,166,195
                                        ==================   =================    ================   ==================

</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>



                                Numex Corporation
                      Consolidated Statements of Cash Flows
               For the Six Months Ended, December 31 1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Nine Months ended December 31
                                                                                   1997                    1996
                                                                          ------------------------ ----------------------
<S>                                                                       <C>                      <C>

Cash flows from operating activities:
Net loss                                                                                ($517,141)             ($251,812)
Adjustments required to reconcile net loss to
   net cash used in operating activities:
Depreciation and amortization                                                               4,280                 13,165
Changes in operating assets and liabilities:
   Accounts receivable                                                                       (433)                  (703)
   Inventory                                                                               (3,450)                 2,850
   Prepaid expenses                                                                          (893)               (97,366)
   Restricted cash                                                                          5,772                 (1,359)
   Dubs                                                                                         0                 (7,195)
   Other assets                                                                           (27,405)                     0
   Deposits                                                                                 5,731                 (8,460)
   Accounts payable                                                                       (33,154)                16,449
   Accrued expenses                                                                       399,932                 41,218
   Customer deposits                                                                      (88,191)               101,943
                                                                          ------------------------ ----------------------
                                                                          
      Net cash used in operating activities                                              (254,951)              (191,270)
                                                                          ------------------------ ----------------------
                                                                                                   

Cash flows from investing activities:
   Purchase of fixed assets                                                                (3,770)                      0
   Cash proceeds from insurance settlement of lost tooling                                      0                  13,950
                                                                          ------------------------ ----------------------
     Net cash used in investing activities                                                 (3,770)                 13,950
                                                                          ------------------------ ----------------------

Cash flows from financing activities:
   Proceeds from note payable                                                             255,500                100,000
   Proceeds from notes payable to related parties                                               0                      0
   Repayment of notes payable                                                              (6,000)               (77,000)
   Repayment of notes payable to related parties                                                0                      0
   Proceeds from preferred stock issued                                                         0                153,312
                                                                          ------------------------ ----------------------
     Net cash provided by financing activities                                            249,500                176,312
                                                                          ------------------------ ----------------------

Net decrease in cash and cash equivalents                                                  (9,221)                (1,008)

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

Cash and cash equivalents, end of period                                                   $5,760                $10,921
                                                                          ======================== ======================

</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>



                                NUMEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                December 31, 1997
                                   (Unaudited)



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

                                                                                           1997                    1996
                                                                           ------------------------ ----------------------
<S>                                                                        <C>                      <C>

      Interest paid                                                                        $38,198               $61,329

      Income taxes paid                                                                       800                    800




Non-cash  financing  activity  for the  nine  months  ended  December  31 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

      Conversion of accounts payable into notes payable                                    22,039

      Conversion of notes payable and accrued interests of other
        noteholders into common stock @ $0.50 per share                                 1,330,319



</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>

   


                                NUMEX CORPORATION
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                                December 31, 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 nine months ended
         December 31, 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 nine months ended December  31,1997 and 1996 were $151,000 and
$277,000  respectively.  The 45%  decrease  in current  year's net sales was due
mainly from decreased dealer sales.

For the nine  months  ended  December  31, 1997 and 1996,  selling,  general and
administrative expenses were $484,000 and $341,000 respectively. The increase of
$143,000 this year compared to last year was a combination  of the non recurring
bonus accrual  granted to the Chairman of the Board and the decrease in expenses
due to the absence of infomercial costs, write-off of intangibles at fiscal year
ending March 31, 1997 and continued  cost cutting  measures  implemented  by the
company.

Net sales for the three months ended  December 31, 1997 were $39,000 as compared
to $113,000 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  may result in  increase  or  decrease  in  quarterly  sales as
compared to it's corresponding period.

Selling,  general and  administrative  expenses  during the three  months  ended
December 31,1997 were $363,000, as compared to $99,000 during 1996. Net increase
of $264,000  compared to 3rd qtr 1996 was due to the  combination of decrease in
operating  costs and the accrual of non recurring  bonus granted by the Board of
Directors  to the Chairman of the Board for  extraordinary  efforts and years of
service with no compensation but subject to payment being made only at such time
as funds became  available  and would not be a detriment on company's  financial
position.

Financial Condition, Liquidity and Capital Resources

Cash used in operations during the current nine month period was $255,000, which
was offset by a net  increase in debt  incurred of  $250,000,  and a decrease of
$9,221 in Registrant's cash position.

During the 3rd  quarter,  the  majority  of  noteholders  converted  their notes
receivable and accrued  interests in the amount of $1,330,000  into common stock
at $0.50 per share.  During  the 2nd  quarter  two  noteholders  have  converted
$600,000 of their long term  convertible  notes into  common  stock at $0.50 per
share.  As  previously  disclosed  in March 31, 1997 10KSB,  the Chairman of the
Board  converted  $300,000 of the Company's  indebtedness  into common stock for
$1.00 per share and the remaining  $144,000  indebtedness  were  converted  into
common stock in September 1997 at $.50 per share.

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 4, 1998 the Company  announced  that it had entered into a Letter of
Intent with Modular Structures International,  Inc. (MSI), a Southern California
based,  manufacturing company of prefabricated modular classrooms,  office units
and other commercial requirements.

The Company has received and accepted  proposals to finance the acquisition from
two major financial institutions.  Ultimately, the proposals will be in the form
of firm commitments after both companies complete the required due diligence. As
of this date the two companies  have  completed the due diligence  process.  The
Letter of Intent calls for the final  agreement and  acquisition  to close on or
before February 27, 1998.

The Company plans to continue  marketing Therapy Plus through  international and
domestic  wholesale and export  distributors,  using the accepted  claims by the
government regulatory agency, regarding arthritis pain.

The Company is currently  working with QVC Inc. in promoting  Therapy Plus.  The
product has already appeared twice, once on the Morning Show program and once on
their Feel Great in 98 program  which is health  and  fitness  related.  Product
sales were encouraging and QVC plans more airdates over the next few months.




<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

As  previously  referred to on the  company's  March 31,  1997  10-KSB  filling,
relating  to Numex vs.  Belin  Rawlings & Badal LLP.  the  Company is pleased to
report that the matter has been  resolved as of January  30,  1998.  The related
promissory  note plus accrued  interest in the total amount of $224,000 has been
converted 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

The  litigation as previously  referred to on the Company's  September 30, 1997,
10-QSB filling, has been resolved and a dismissal has been filed with the court.
The related promissory note plus accrued interest has been converted into common
stock of the Company.



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: February 6, 1998