SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 1, 2007

NUMEREX CORP.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-22920	11-2948749
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 Parkwood Circle

Suite 500

Atlanta, Georgia

(Address of principal executive offices)

30339

(Zip code)

(770) 693-5950

(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))

Explanatory Note

This Current Report on Form 8-K/A amends Item 9.01(d) of the Registrant’s Current Report on Form 8-K dated May 1, 2007, and filed with the Securities and Exchange Commission on May 1, 2007, regarding the issuance of the Company’s press release announcing its financial results for the first quarter ending March 31, 2007. The purpose of this Amendment is to provide a copy of the press release as Exhibit 99.1, which was inadvertently omitted from the Current Report on Form 8-K filed on May 1, 2007.

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On May 1, 2007, Numerex Corp. (the “Company”) issued a press release announcing its financial results for the first quarter ending March 31, 2007. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In the press release, the Company uses a non-GAAP financial measure “non-GAAP income” and includes a reconciliation of this measure to GAAP. The Company believes that this presentation of non-GAAP income provides useful information relating to it’s financial condition and results of operations, which provides management and investors with a more complete understanding of the Company’s past performance and certain additional financial or business trends. The Company believes that the line on the Company’s consolidated statement of operations entitled, Net earnings/(loss), is the most directly comparable GAAP measure to non-GAAP income.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Numerex Corp. dated May 1, 2007

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.

Date: May 3, 2007

NUMEREX CORP.

By;  /s/Alan B. Catherall                                             

Alan B. Catherall

Chief Financial Officer and

Principal Accounting Officer