UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 2003


                                   NELX, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
======================================== ===================================== =====================================
                Kansas                                 0-21210                              84-0922335
                ------                                 -------                              ----------
---------------------------------------- ------------------------------------- -------------------------------------
    (State or other jurisdiction of            (Commission File Number)         (IRS Employer Identification No.)
            incorporation)
======================================== ===================================== =====================================
</TABLE>


               300 Summers Street, Suite 970, Charleston WV 25301
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (304) 343-8171
                                 --------------



State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                120,709,509 common shares as of January 19, 2004



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                        PART I. - FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS..................................  2

         Consolidated Condensed Balance Sheet as of November 30, 2003
         (unaudited) and May 31, 2003........................................F-1

         Consolidated Condensed Statement of Operations for the Three and
         Six Months ended November 30, 2003 and May 31, 2003.................F-2

         Consolidated Condensed Statement of Cash Flows (unaudited) for the
         Three and Six Months ended November 30, 2003 and 2002...............F-3

         Notes to Condensed Consolidated Financial Statements (unaudited)....F-4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS...............................................  3

ITEM 3.  CONTROLS AND PROCEDURES.............................................  6

                          PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.................................................... 7

ITEM 2.  CHANGES IN SECURITIES................................................ 7

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES...................................... 7

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS................... 7

ITEM 5. OTHER INFORMATION..................................................... 7

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................... 7

         SIGNATURES .......................................................... 8



                                       1
<PAGE>





                         PART I-- FINANCIAL INFORMATION

Item 1.           Financial Statements

The following financial statements are included herein in response to Item 1:


                                                                           Page
                                                                           ----

    Financial Statements (Unaudited)
    --------------------------------
    Consolidated Condensed Balance Sheet                                    F-1
    Consolidated Condensed Statement of Operations                          F-2
    Consolidated Condensed Statement of Cash Flows                          F-3
    Notes to Consolidated Condensed Financial Statements                    F-4




















                                       2
<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)

                                                              November 30, 2003       May 31, 2003
                                                              -----------------    -----------------
<S>                                                           <C>                  <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                 $           433      $          824
    Receivables                                                        54,121              44,123
    Prepaid and other                                                   7,360              11,262
                                                              -----------------    -----------------
      Total current assets                                             61,914              56,209
                                                              -----------------    -----------------

FURNITURE AND EQUIPMENT,
    net of accumulated depreciation of
     $84,824 and $82,269, respectively                                 l14,891             16,942
                                                              -----------------    -----------------

      Total assets                                            $         76,805     $       73,151
                                                              =================    =================


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current maturities of notes payable                       $        503,929     $       48,929
    Current maturities of notes payable - related parties            1,073,117            642,354
    Accounts payable                                                   527,530            211,258
    Accrued expenses                                                   350,775            378,086
    Accrued interest payable                                            54,477             53,427
                                                              -----------------    -----------------
      Total current liabilities                                      2,509,828          1,334,054
                                                              -----------------    -----------------

LONG-TERM LIABILITIES
    Notes payable, less current maturities                    $              -     $      550,000
    Notes payable, less current maturities - related parties           150,612            398,719
                                                              -----------------    -----------------
      Total Long-term liabilities                                      150,612            948,719
                                                              -----------------    -----------------

STOCKHOLDERS' EQUITY
    Common stock, $.0001 par value par value; 500 million shares
      authorized: 120,709,509 shares issued and outstanding             12,071             12,071
    Additional paid-in capital                                       1,040,730          1,040,730
    Accumulated deficit                                             (3,636,436)        (3,262,423)
                                                              -----------------    -----------------
      Total stockholders' equity                                    (2,583,635)        (2,209,622)
                                                              -----------------    -----------------

      Total liabilities and stockholders' equity              $        76,805      $       73,151
                                                              =================    =================

</TABLE>





                              See Accompany Notes.
                                      F-1

<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)

                                                Three Months Ended November 30,     Six Months Ended November 30,
                                               ----------------------------------   ---------------------------------
                                                     2003              2002             2003              2002
                                               ----------------- ----------------   --------------- -----------------

<S>                                            <C>               <C>                <C>             <C>
REVENUE                                        $         85,561  $         83,891   $      171,522  $        173,634
                                               ----------------- ----------------   --------------- -----------------

EXPENSES
    General and administrative                          199,020           202,849          396,544           429,820
    Mutual fund costs                                    32,099            34,596           61,103            71,594
    Interest                                             41,202            29,361           85,333            56,943
    Depreciation and amortization                         1,278             1,363            2,555             2,727
                                               ----------------- ----------------   --------------- -----------------

      Total expenses                                    273,599           268,169          545,535           561,084
                                               ----------------- ----------------   --------------- -----------------

OTHER INCOME                                                 -              1,637                -             1,637
                                               ----------------- ----------------   --------------- -----------------

NET INCOME (LOSS)                              $       (188,038) $       (182,641)  $     (374,013) $       (385,813)
                                               ================= ================   =============== =================


BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE:

    NET INCOME (LOSS) PER SHARE                $              -  $              -   $            -  $              -
                                               ================= ================   =============== =================


    WEIGHTED AVERAGE SHARES OUTSTANDING             120,709,509       120,577,744      120,709,509       120,577,744
                                               ================= ================   =============== =================

</TABLE>









                              See Accompany Notes.
                                      F-2
<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                Three Months Ended November 30,     Six Months Ended November 30,
                                               ---------------------------------- -----------------------------------
                                                         2003             2002              2003              2002
                                               ------------------ --------------- ----------------- -----------------
<S>                                            <C>                <C>             <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                          $       (188,038)  $     (182,641) $       (374,013) $       (385,813)
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities
        Depreciation and amortization                     1,277            1,363             2,555             2,727
        Cancellation of accounts payable
          per settlement agreement                                                                                 -
        Changes in operating assets and liabilities:
          Receivables                                   (33,834)          61,484            (9,998)          (22,507)
          Prepaid and other current assets                 (387)          (6,066)            3,902            (4,582)
          Accounts payable                              142,241          (93,670)          316,272            (2,021)
          Accrued expenses                              (71,264)          29,130           (26,261)           62,761
                                               ------------------ --------------- ----------------- -----------------
    Net cash flows from (used ) operating activities   (150,005)        (190,400)          (87,543)         (349,435)
                                               ------------------ --------------- ----------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase furniture and equipment                          -                -              (504)                -
                                               ------------------ --------------- ----------------- -----------------
        Net cash flows (used ) investing activities           -             (504)                -                 -
                                               ------------------ --------------- ----------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from related party debt                    300,941          192,175           421,777           389,224
    Repayment of related party debt                    (233,392)        (248,632)         (439,121)         (438,365)
    Proceeds from debt obligations                       65,000          250,000           130,000           400,000
    Repayment of debt obligations                                         (5,973)          (25,000)           (9,781)
    Repayment of term notes payable                           -                -                 -                 -
                                               ------------------ --------------- ----------------- -----------------
    Net cash flows provided (used ) from
        financing activities                            132,549          187,570            87,656           341,078
                                               ------------------ --------------- ----------------- -----------------

NET INCREASE (DECREASE) IN CASH                         (17,456)          (2,830)             (391)           (8,357)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                17,889            3,162               824             8,689
                                               ------------------ --------------- ----------------- -----------------

CASH AND EQUIVALENTS, END OF PERIOD            $            433   $          332  $            433  $            332
                                               ================== =============== ================= =================


SUPPLEMENTAL DISCLOSURES:
    Interest paid                              $         40,454   $       21,335  $         84,283  $         42,778
    Income taxes paid                                         -                -                 -                 -

</TABLE>







                              See Accompany Notes.
                                      F-3
<PAGE>

NELX, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note A - Basis of Presentation

The accompanying  unaudited financial statements of NELX, Inc. (the "Company" or
"NELX")  were  prepared  in  accordance  with  generally   accepted   accounting
principles for interim  financial  information and Article 10 of Regulation S-X.
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  considered  necessary for a fair
presentation  of the  results of  operations  and  financial  condition  for the
periods presented have been included. Such adjustments are of a normal recurring
nature.  The results of  operations  for the three and six month  periods  ended
November 30, 2003, are not  necessarily  indicative of the results of operations
that can be  expected  for the fiscal  year  ending May 31,  2004.  For  further
information,  refer to the Company's audited financial  statements and footnotes
thereto  included in Item 7. of Form 10-KSB filed by NELX, Inc. on September 12,
2003.

Note B - New Accounting Pronouncements

In December  2002,  the Financial  Accounting  Standards  Board (FASB)  approved
Statement of  Financial  Accounting  Standard  (SFAS) No. 148,  "Accounting  for
Stock-Based  Compensation  -  Transition  and  Disclosure - an amendment of FASB
Statement  No.  123".  SFAS  No.  148  amends  SFAS  No.  123,  "Accounting  for
Stock-Based  Compensation"  to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.   In  addition,  SFAS  No.  148  amends  the  disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. FAS
No. 148 is  effective  for  financial  statements  for fiscal years ending after
December  15,  2002.  The  Company  will  continue  to account  for stock  based
compensation  using  the  methods  detailed  in  its'  stock-based  compensation
accounting policy.

In April 2003,  the FASB approved  SFAS No. 149,  "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities".  SFAS No. 149 is not expected to
apply to the Company's current or planned activities.

In June 2003, the FASB approved SFAS No. 150,  "Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
Statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after June 15, 2003.  SFAS No. 150 is not expected to have an
effect on the Company's financial position.

                                      F-4

<PAGE>
NELX, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note C - Notes Payable

At November 30, 2003,  related party borrowings  amounted to $1,223,729.  During
the six month period ended November 30, 2003,  borrowings  from related  parties
amounted  to  $421,777  and  repayments  of  principal  on  such  related  party
borrowings amounted to $439,121.  Included in related party borrowings is a note
payable totaling  $125,000 that is due December 2004,  carries a stated interest
rate of 10% per annum and is convertible  into shares of NELX during its term at
$.10 (ten cents) per share.  There is also a $20,000 note payable that is due on
demand.  During the  six-month  period ended  November  30,  2003,  $130,000 was
borrowed  by the  Company  from two  unrelated  parties.  These notes are due in
October 2004,  carry a stated interest rate of 10% per annum and are convertible
into  shares of NELX  during  their  term at $.10 (ten  cents)  per  share.  The
resulting  unpaid  balance of notes  payable to  unrelated  parties  amounted to
$503,929 as of November 30, 2003.

Note D - Subsequent Events

During December 2003, the Company borrowed a total of $60,000 from two unrelated
parties.  $50,000 was borrowed under a convertible  promissory  note that is due
March 2009,  carries a stated  interest rate of 10% per annum and is convertible
into  shares of NELX  during its term at $.10 (ten  cents)  per  share,  and the
additional  $10,000 was borrowed  under a demand note payable  carrying a stated
interest rate of 12% per annum.

Note E - Reclassifications

Certain reclassifications have been made for consistent presentation.















                                      F-5

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


Results of Operations for the Three Month Period Ended November 30, 2003
------------------------------------------------------------------------

The Company  experienced a loss for the  three-month  period ended  November 30,
2003 in the amount of  $188,038  as  compared  with a loss of  $182,641  for the
corresponding  period ended  November  30, 2002,  and a loss of $185,976 for the
previous quarter ended August 31, 2003.  Although revenues for the corresponding
periods reflect no significant  growth,  the Company's  operating  expenses have
decreased  as direct and  indirect  mutual  fund  costs and legal and  marketing
expenses have decreased for the period.

Revenues  for the  three-month  period  ended  November 30, 2003 were $85,561 as
compared  to $83,891 for the  corresponding  period  ended  November  30,  2002,
representing a nominal  increase.  This increase is comprised of a 5.9% increase
in  revenues  attributable  to the  investment  management  segment  and a 36.1%
decrease  in  premiums  written  through  the surety  segment  of the  Company's
business,  at improved  gross  margins.  As compared  to the  previous  quarter,
revenues were down by approximately $400 (from $85,961).

Quarterly  revenues from the investment  management segment were $81,516 for the
three-month period ended November 30, 2003 as compared with $77,565 for the same
period in the previous year, an increase of $3,951. As investment  advisory fees
are based on the market value of assets under management,  some fluctuation will
occur due to overall  market  conditions,  especially  during periods of extreme
adjustments such as have been recently experienced.  For the most part, however,
such revenues will remain  relatively  constant from quarter to quarter with any
large  fluctuations  being  attributable  to the growth or loss of assets  under
management.  For the preceding  three-month  period ended August 31, 2003,  such
revenues amounted to $73,395.

Quarterly  revenues  from the surety  segment  were  $4,045 for the  three-month
period ended November 30, 2003 versus $6,326 for the same period in the previous
year,  a decrease of $2,281,  and as  compared  with  $12,565  for the  previous
quarter ended August 31, 2003.  Revenue for this segment of the business is more
"seasonable"  from quarter to quarter,  due merely to the timing of the issuance
or renewal of bonds  placed by the Company.  Due to the nature of surety  bonds,
fluctuations  in revenue  for  comparable  periods  largely  reflect the overall
growth or loss of business.

Operating  expenses  for the  three-month  period  ended  November 30, 2003 were
$273,599 as compared with $268,169 for the comparable  period ended November 30,
2002, an increase of $5,430.  Such increase was  attributable  to an increase in
interest expense of $11,841 and a decrease in most all other operating expenses.

Jacobs  &  Company  ("Jacobs"),  a  wholly  owned  subsidiary  of  NELX,  is the
investment  advisor to the Jacobs & Company Mutual Fund (the "Fund").  While the
Fund is responsible for its own operating expenses,  Jacobs, as the advisor, has
agreed to limit the Fund's aggregate  annual operating  expenses to 2.00% of the
average net assets.  Under this expense  limitation  agreement,  Jacobs absorbed
approximately  $22,078 of the Fund's  operating  expenses during the three-month

                                       3

<PAGE>

period ended  November  30, 2003  compared  with $21,312 for the previous  three
months.  As the Fund grows in size (of assets  under  management),  expenses (in
excess of the 2% level)  absorbed by Jacobs will decrease until such time as the
Fund  reaches  sufficient  size to support  its  on-going  operating  costs.  In
contrast, as the Fund grows in size, revenues from investment advisory fees will
increase. Additionally, should the Fund's operating expense ratio fall below the
2.00%  level,  the costs  absorbed by the Company are  reimbursable  to it for a
period of up to seven years. For the three-month period ended November 30, 2003,
the Fund's investment advisory fees amounted to $26,962 as compared with $30,674
for the previous  quarter,  the difference being largely  attributable to market
fluctuations in the value of the assets of the Fund.

As  compared  with the  previous  quarter,  general and  administrative  expense
increased by approximately $1,095 from $197,925 for the three-month period ended
August 31, 2003 to $199,020 for the three-month  period ended November 30, 2003.
This increase is primarily  attributable  to increased  general office  expenses
incurred during the period.

Interest expense for the three-month  period ended November 30, 2003 was $41,202
as compared with $29,361 for the  corresponding  period ended November 30, 2002.
The  increase  in  interest  expense  is  attributable  to the  increase  in the
Company's short and long-term indebtedness incurred to fund ongoing operations.


Results of Operations for the Six Month Period Ended November 30, 2003
----------------------------------------------------------------------

For the six-month period ended November 30, 2003, the Company experienced a loss
of $374,013 as compared  with a loss of $385,813  for the  corresponding  period
ended November 30, 2002.

Revenues for the six-month  period ended November 30, 2003 were $171,522  versus
$173,634 for the  corresponding  period ended  November 30, 2002  representing a
1.2%  decrease.  This  decrease  is  comprised  of a 1.2%  increase  in revenues
attributable  to the  investment  management  segment  and a 19.4%  decrease  in
revenues attributable to the surety segment of the business.

Revenues from the investment  management segment were $154,911 for the six-month
period ended  November 30, 2003 as compared with $153,023 for the same period in
the previous year, an increase of $1,888. As investment  advisory fees are based
on the market value of assets under management,  some fluctuation will occur due
to overall market conditions,  especially during periods of extreme  adjustments
such as have  been  recently  experienced.  For the  most  part,  however,  such
revenues will remain relatively  constant from period to period,  with any large
fluctuations   being  attributable  to  the  growth  or  loss  of  assets  under
management.

Revenues  from the surety  segment were $16,610 for the  six-month  period ended
November  30, 2003 as compared  with $20,611 for the same period in the previous
year,  a decrease  of  $4,001.  Revenue  for this  segment  of the  business  is
typically more "seasonable"  from period to period,  due merely to the timing of
the  issuance or renewal of bonds  placed by the  Company.  Due to the nature of
surety bonds,  fluctuations  in revenue for  comparable  periods would  normally
reflect  the  overall  growth or loss of  business,  but in this case is largely
attributable to a reduction in the commission rate paid by the principal  market
in which the Company places its business.

                                       4
<PAGE>

Operating  expenses  for the  six-month  period  ended  November  30,  2003 were
$545,535 as compared with $561,084 for the comparable  period ended November 30,
2002, a decrease of $15,549. The principal element accounting for this reduction
is legal and  professional  expenses which were $24,076 for the six month period
ended November 30, 2003, as compared to $40,888 for the comparable  period ended
November 30, 2002.

Interest expense for the six-month period ended November 30, 2003 was $85,333 as
compared with $56,943 for the corresponding  period ended November 30, 2002. The
increase in interest  expense is  attributable  to the increase in the Company's
short and long-term indebtedness incurred to fund ongoing operations.

Critical Accounting Policies and Segment Reporting
--------------------------------------------------

The Company has not included a listing of its critical  accounting policies with
this or prior  quarterly  reports.  This has been reported to the Company by the
Company's  accountants  and will be addressed in the  Company's  next  quarterly
filing.

The Company has not included  certain  disclosures  relating to business segment
reporting in its financial statements that accompany this quarterly report. This
has been  reported  to the  Company  by the  Company's  accountants  and will be
addressed in the Company's next quarterly filing.

Future Direction of Company
---------------------------

The Company is focusing  its efforts on the  expansion  of the ongoing  business
activities of Jacobs & Co., namely investment  management and advisory services,
and  secondarily  to  the  insurance  (surety)  business  of  its  wholly  owned
subsidiary FS Investments, Inc. (FSI).

Recent  conditions in the financial  markets have resulted in a renewed focus by
individuals and  institutions on safety and  preservation of capital,  which are
the  cornerstone of the investment  strategies  employed by Jacobs & Co. for its
clients.  In  addition to growing  the number of private  clients,  the Jacobs &
Company  Mutual  Fund (which  mirrors  investment  strategies  of Jacobs & Co.'s
private  client  account)  holds  promise for  capturing  additional  investment
management business. Additionally, the mutual fund provides an ideal vehicle for
the collateralized surety bonding programs offered by FSI through its subsidiary
Triangle Surety Agency, Inc. Management continues to believe this segment of its
business holds promise for growth.

Opportunities   for  increased   business  in  the  surety   markets   utilizing
collateralized  bonding programs remain promising as traditional surety programs
continue to experience significant problems. FSI is reviewing possible insurance
company  acquisition  targets and seeking to identify financing for the purchase
of an insurance  company that would enable it to expand the  distribution of its
surety programs to fill this market niche.

                                       5
<PAGE>

Analysis of Financial Condition
-------------------------------

Management  remains  optimistic  with  respect  to the  growth of the  Company's
business  as  described  above,  but the rate of such  growth  is  difficult  to
predict.  As of November 30, 2003, a deficiency in working capital exists as the
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$2,448,000.  Management  has met  operating  deficits for the three months ended
November  30, 2003  through  short-term  borrowings  and will attempt to utilize
other debt and non-dilutive equity financing alternatives to sustain operations.
Whether such financing will be available as needed and the ultimate form of such
financing is uncertain.

ITEM 3. CONTROLS AND PROCEDURES


Evaluation of Internal and Disclosure Controls

The  management of the Company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of a date  within 90 days prior to the
filing  date of the  report  (evaluation  date)  and  have  concluded  that  the
disclosure  controls and procedures are adequate and effective  based upon their
evaluation  as of the  evaluation  date.  There were no  significant  changes in
internal controls or in other factors that could  significantly  affect internal
controls subsequent to the date of the most recent evaluation of such, including
any  corrective  actions with regard to  significant  deficiencies  and material
weaknesses.





                                       6
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     None.



ITEM 2. CHANGE IN SECURITIES

     None.



ITEM 3. DEFAULTS 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

     31.1 Certification  of Chief  Executive  Officer  and  Principal  Financial
          Officer  pursuant to Rule 13a-146.1  promulgated  under the Securities
          Exchange Act of 1934

     32.1 Certification  pursuant to 18 U.S.C. Section 1950, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002





                                       7
<PAGE>




SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                       NELX, Inc.
                                      (Registrant)

Dated:  January 19, 2004               By: /s/  John M. Jacobs
        ---------------                ----------------------------------------
                                       John M. Jacobs, President and Director


















                                       8