SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                                  ------------

                     For the quarterly period ended 11/30/99
                                                    --------

                         Commission file number 0-21210
                                                -------

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




         Kansas                                      84-0922335
         ------                                      ----------
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification No.)


                     10525 W. 23rd Place, Lakewood, CO 80215
                     ---------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (304) 622-9599


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                               Yes  X       No   ____

As of November  30, 1999,  there were  44,352,042  outstanding  shares of common
stock, par value $.0001.


<PAGE>


PART 1.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements


<TABLE>
<CAPTION>


                                   NELX, INC.
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                                              November                   November
                                                                              30, 1999                   30, 1998
<S>                                                                            <C>                        <C>
ASSETS

Current Assets
     Cash & Cash Equivalents                                                      $ 1,838                    $ 4,091

Property, Plant and Equipment
     Plant and Plant Equipment                                                    100,000                    100,000
     Equipment                                                                                                 8,654
     Land
     Buildings                                                                     54,175                     85,175
                                                                                  -------                    ------
                                                                                  154,175                    193,829
     Less Accumulated Depreciation                                                104,411                    114,266
                                                                                 --------                   -------
          Net Fixed Assets                                                         49,764                     79,563

TOTAL ASSETS                                                                     $ 51,602                   $ 83,654
                                                                             ===============            ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                            $ 23,255                   $ 33,255
     Accrued Expenses                                                                                         10,036
     Note Payable - Stockholder                                                    69,650                     57,950
     Current Portion of Long-Term Debt                                                                         6,034
                                                                                                               -----
                                                                             ---------------
          Total Current Liabilities                                                92,905                    107,275

Long Term Liabilities
     Notes Payable                                                                                            25,841

Total Liabilities                                                                  92,905                    133,116


Stockholders' Equity
     Common Stock. $0.0001 par value, 500,000,000 shares authorized
     44,352,042 issued and outstanding at May 31, 1999 and
     44,352,042 issued and outstanding at November 31, 1999                         4,460                      4,635
     Additional paid-in capital                                                 7,631,450                  7,623,975
     Retained Deficit                                                          (7,677,213)                (7,678,072)
                                                                               -----------                -----------
TOTAL STOCKHOLDERS' DEFICIT                                                       (41,303)                   (49,462)
                                                                                  --------                   --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $ 51,602                   $ 83,654
                                                                           ===============            ===============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                            NELX, INC.
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               For the Six Months Ended November 30,
                                                            (Unaudited)

                                                                 1999                        1998
                                                                 ----                        ----
<S>                                                             <C>                         <C>
REVENUES
     Oil & gas sales                                                                                  -
     Sale of ORRI
     Misc Income
     Cost of Sales

Gross Profit                                                              -                           -

EXPENSES
     Interest                                                           500                       4,542
     Office Expense                                                   2,672                       2,403
     Professional Fees                                                2,700                       4,450
     Telephone & Utilities                                               44                         491
                                                                        ---                        ---
Total Operating Expenses                                              5,916                      11,886

NET INCOME (LOSS)                                                 $ (5,916)                  $ (11,886)
                                                            ===============             ===============

Loss per Common Share                                                (0.00)                      (0.00)

Weighted average number of shares outstanding                   44,352,042                  46,352,042

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                   NELX, INC.
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                                                        Six Months
                                                                                    Ended November 30
                                                                               1999                    1998
                                                                               ----                    ----
<S>                                                                              <C>                   <C>
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                           (5,916)               $(11,886)
     Depreciation
     (Decrease) Increase in Accounts Payable                                     (1,000)                (45,510)
     (Decrease) Increase in Accrued Expenses
     (Increase) Decrease in Other Assets
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            ------------

Net Cash Flows Used for Operating Activities                                     (6,916)                (57,396)

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                                     (3,175)
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            ------------

Net Cash (Used by) From Investing Activities                                          -                  (3,175)

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                          1,000                 (95,000)
     Sale of Common Stock                                                         7,500
     Sale of Treasury Stock                                                                              158000
                                                                           -------------            ------------

Total Cash from (Used by) Financing Activities                                    8,500                  63,000

Increase (Decrease) in Cash                                                       1,584                  2,429
                                                                                                         -----

Cash and Cash Equivalents - Beginning of Period                                     254                  1,662
                                                                                                         -----

Cash and Cash Equivalents - end of Period                                         1,838                   4,091
                                                                           =============            ============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                             NELX, INC.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                               For the Three Months Ended November 30,
                                             (Unaudited)

                                                               1999                       1998
                                                               ----                       ----
<S>                                                        <C>                        <C>
REVENUES
     Oil & gas sales                                                                           -
     Sale of ORRI
     Misc Income
     Cost of Sales
                                                                                   ---------------

Gross Profit                                                        -                          -

EXPENSES
     Interest
     Office Expense                                               899                      1,468
     Professional Fees                                             50                      3,400
     Telephone & Utilities                                                                   105

                                                        ---------------            ---------------
Total Operating Expenses                                          949                      4,973

NET INCOME (LOSS)                                              $ (949)                  $ (4,973)
                                                        ===============            ===============

Loss per Common Share                                           (0.00)                     (0.00)

Weighted average number of shares outstanding              44,602,042                 46,352,042

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                            NELX, INC.
                                               Consolidated Statement of Cash Flows
                                                            (Unaudited)


                                                                                       Three Months
                                                                                    Ended November 30
                                                                               1999                    1998
                                                                               ----                    ----
<S>                                                                               <C>                   <C>
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                             (949)                $(4,973)
     Depreciation
     (Decrease) Increase in Accounts Payable                                                             (7,000)
     (Decrease) Increase in Accrued Expenses
     (Increase) Decrease in Other Assets
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            ------------

Net Cash Flows Used for Operating Activities                                       (949)                (11,973)

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                                          1
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            ------------

Net Cash (Used by) From Investing Activities                                          -                       1

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                                                  1,000
     Sale of Common Stock
     Sale of Treasury Stock
                                                                           -------------            ------------

Total Cash from (Used by) Financing Activities                                        -                   1,000

Increase (Decrease) in Cash                                                        (949)                (10,972)
                                                                                                        --------

Cash and Cash Equivalents - Beginning of Period                                   2,787                  15,063
                                                                                                          ------

Cash and Cash Equivalents - end of Period                                         1,838                   4,091
                                                                           =============            ============


</TABLE>

<PAGE>


ITEM 2.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.


Results of  Operations  for Quarter  Ended  November  30, 1999  Compared to Same
Period in 1998.

         The Company has experienced continuing operating expenses for the three
month  period in 1999 of $949 as compared to $4,973 in the same period for 1998.
The  revenues  for the period  were none from  operations  in 1999 or 1998.  The
Company  recorded a net loss of $(949) for the period in 1999 as  compared  to a
$(4,973)  loss for the same  period in fiscal year 1998.  The Company  losses on
operations will continue until income from any operations can be achieved. While
the Company is seeking  capital  sources for  investment,  there is no assurance
that sources can be found.  The loss per share for the period in 1999 was ($.00)
compared to ($.00) for the same period in 1998.

Results of Operations  for Six Month Period Ended  November 30, 1999 Compared to
Same Period in 1998

         The Company has experienced  continuing operations expenses for the six
month  period in 1999 of $5,916  compared  to  $11,886  in 1998.  There  were no
revenues for the period in 1999 or 1998. The Company had a loss on operations of
($5,916)  in the six  month  period in 1999  compared  to an  ($11,886)  loss on
operations in the same period in 1998. The loss per share for the period in 1999
and 1998 was less than ($.01) per share.

Liquidity and Capital Resources

         The Company had  inadequate  cash  capital at the end of the period for
any significant operations.  The Company will be forced to either borrow against
or sell assets or make private  placements of stock in order to fund operations.
No  assurance  exists  as to the  ability  to  achieve  sales of assets or loans
against the assets, or make private placements of stock. The Company had $51,602
in assets and $92,905 in liabilities at quarter end.


<PAGE>


PART II


                                OTHER INFORMATION


         Item 1. Legal  proceedings - None Item 2. Changes 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
                  (a)    The  following are filed as Exhibits  to this Quarterly
                         Report.  The numbers refer to the Exhibit Table of Item
                         601 of Regulation S-K:
                                    None.
                  (b)    Reports on Form 8-K filed during the three months ended
                         November 30, 1999:

                         8-K filed September 9, 1999 and
                         8-K filed November 19, 1999


<PAGE>


                                   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 thereunto duly authorized.


                                          NELX, Inc.
Date:  January 31, 2000
                                              /s/ Charles L. Stout
                                          by: ----------------------------------
                                              Charles L. Stout, President