SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2006

NUMEREX CORP.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania 0-2292011-2948749

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(State or other jurisdiction (Commission File Number) (I.R.S. Employer

of incorporation) Identification No.)

1600 Parkwood Circle

Suite 500

Atlanta, Georgia

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(Address of principal executive offices)

30339

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(Zip code)

(770) 693-5950

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(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On November 14, 2006, the Company converted into equity an additional $1,249,994 of the $2,383,792 remaining outstanding under a convertible note entered into between the Company and Laurus Master Fund, Ltd, dated May 30, 2006 (the “Note”). The transaction resulted in the issuance of 158,027 shares of the Company’s Class A Common Stock (the “Shares”) at a conversion price of $ 7.91 as set forth in the Note. Approximately $1,113,798 in principal remains outstanding under the Convertible Note.

The Shares are registered for resale under the Securities Act of 1933, as amended (the “Securities Act”).

Laurus is an “accredited investor” as defined in Rule 501(d) of Regulation D under the Securities Act. The Company issued the Note to Laurus in reliance on the exemption from registration provided by Section 4(2) under the Securities Act.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

 None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUMEREX CORP.

By: /s/ Alan Catherall                                

Alan Catherall

Chief Financial Officer

Date: November 15 2006