SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


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


For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
November 30, 2000                                       000-21210



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


            COLORADO                                       84-0922335
--------------------------------                        -------------------
     (State of incorporation)                           (I.R.S. Employer
                                                        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
                                     -----        ------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                45,802,042 common shares as of November 30, 2000

<PAGE>

I.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

NELX, INC.
CONSOLIDATED BALANCE SHEET

<S>                                                                                    <C>               <C>
                                                                                      November 30,           May 31,
                                                                                              2000              2000
                                                                                    ---------------    --------------
ASSETS

CURRENT ASSETS
     Cash                                                                                $ 27,158           $ 1,521
                                                                                         ---------          -------
          Total current assets                                                              27,158             1,521


INVESTMENT IN UNDEVELOPED MINERAL LEASE,
     net of accumulated amortization of $12,097 and $9,517, respectively                  119,078           121,658
                                                                                          --------          -------

          Total assets                                                                  $ 146,236         $ 123,179
                                                                                        ==========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Settlement payable                                                                   $ 24,254          $ 24,254
     Advances from shareholder                                                             52,150            66,650
                                                                                           -------           ------
          Total current liabilities                                                        76,404            90,904
                                                                                           -------           ------


STOCKHOLDERS' EQUITY
     Common Stock $0.0001 par value, 500,000,000 shares
        authorized, 45,802,042 issued and outstanding                                        4,580             4,580
     Additional paid-in capital                                                          7,718,330         7,718,330
     Accumulated Deficit                                                                (7,653,078)       (7,690,635)
                                                                                        -----------       -----------
          Total stockholders' equity                                                       69,832            32,274
                                                                                           -------           ------
          Total liabilities and stockholders' equity                                    $ 146,236         $ 123,178
                                                                                        ==========        =========


</TABLE>

                            See accompanying notes.

                                      F-1
<PAGE>
<TABLE>
<CAPTION>

NELX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                                          <C>             <C>              <C>              <C>

                                                                  Three Months Ended               Six Months Ended
                                                                     November 30,                    November 30,
                                                                     2000            1999             2000            1999

REVENUE                                                          $      -             $ -         $      -             $ -
                                                                ---------            ----        ---------            ----

EXPENSES
     General and administrative                                    15,198           4,467           16,513           5,416
     Amortization                                                   2,580               -            2,580               -
     Interest                                                          -              500                -             500
                                                                ---------            ----           ------            ----

     Total expenses                                                17,778           4,967           19,093           5,916
                                                                  -------          ------          -------          ------

NET INCOME (LOSS)                                                $ 17,778        $ (4,967)       ($ 19,093)       $ (5,916)
                                                                =========        =========       =========        =========

Extraordinary gain on sale of scurities                            56,650               -           56,650               -
                                                                =========        =========       =========        =========

Net income after extraordinary gain                                38,872               -           37,557               -

BASIC AND DILUTIVE INCOME (LOSS) PER SHARE                           $ -             $ -              $ -             $ -
                                                                     ====            ====             ====            ====

WEIGHTED AVERAGE SHARES OUTSTANDING                           45,802,042      46,352,042       45,802,042       46,352,042
                                                              ===========     ===========      ===========     ===========


</TABLE>

                            See accompanying notes.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

NELX, INC.
Consolidated Statement of Cash Flows

<S>                                                                <C>                    <C>
                                                                         Six Months Ended
                                                                            November 30,
                                                                         ----------------
                                                                       2000                 1999
                                                                     -------               ------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                               $ 37,557             $ (5,916)
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities
            Depreciation and amortization                               2,580                    -
            Gain on sale of securities                                (56,650)                   -
             Changes in operating assets and liabilities:
                (Decrease) increase in accounts payable                     -               (1,000)
                                                                      -------               -------

        Net cash flows (used for) operating activities                (16,513)              (6,916)
                                                                      --------              -------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of securities                                  56,650                    -
                                                                      -------               ------

        Net cash from investing activities                             56,650                    -
                                                                      -------              -------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayment of advances from shareholder                           (14,500)               1,000
     Sale of common stock                                                   -                7,500
                                                                      -------               ------

        Net cash from (used for) financing activities                 (14,500)               8,500
                                                                      --------              ------

NET INCREASE (DECREASE) IN CASH                                        25,637                1,584

CASH AT BEGINNING OF PERIOD                                             1,521                  254
                                                                       ------                 ----

CASH AT END OF PERIOD                                               $  27,158              $ 1,838
                                                                    =========             ========

                            See accompanying notes.

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

NELX, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<S>                                          <C>            <C>          <C>               <C>

                                                  Common Stock             Additional
                                          -----------------------------
                                                                              Paid-In        Accumulated
                                                  Shares      Amount          Capital            Deficit
                                          --------------- -----------  ---------------   ----------------

Balance, May 31, 2000                         45,802,042     $ 4,580      $ 7,718,330       $ (7,690,635)

    Net income                                         -           -                -             37,557
                                             -----------     -------      -----------         ----------

Balance, November 30, 2000                    45,802,042     $ 4,580      $ 7,718,330       $ (7,653,078)
                                             ===========    ========     ============       =============

</TABLE>


                            See accompanying notes.

                                      F-4

<PAGE>


          NELX, INC.
          Notes to Condensed Consolidated Financial Statements


          Note A - Organization and Business
          NELX,  INC. (the  "Company") was  incorporated  in Kansas on March 25,
          1983. As of November 30, 2000, the Company had no business operations.
          Its principal  asset is a leasehold  interest in  undeveloped  mineral
          spring in Arkansas.  On July 26, 2000 the Company  acquired all of the
          stock of a West  Virginia  corporation  in the  business of  producing
          dimensional  lumber,  crossties and landscaping timber. As of November
          3, 2000, the acquisition has not been consummated.

          The accompanying  unaudited condensed  financial  statements have been
          prepared in accordance with the instructions to Form 10-QSB and do not
          include all the information  and notes required by generally  accepted
          accounting  principles  for  complete  financial  statements.  In  the
          opinion of management,  all material  adjustments,  consisting of only
          normal  recurring   adjustments   considered   necessary  for  a  fair
          presentation,  have been included.  These statements should be read in
          conjunction  with the financial  statements and notes thereto included
          in the Company's Form 10-KSB for the year ended May 31, 2000.

          The  financial  statements  include the  accounts of Crystal  Mountain
          Water, Inc., a wholly owned subsidiary.  All intercompany transactions
          and balances have been eliminated.

          The results of operations  for the six months ended  November 30, 2000
          are not  necessarily  indicative  of the results for the  remainder of
          fiscal 2001.

          Note B - Earnings (Loss) Per Share
          Basic earnings (loss) per share of common stock are computed using the
          weighted average number of shares  outstanding during each period plus
          common  equivalent  shares  (in  periods in which they have a dilutive
          effect).

          Note C - Sale of Securities

          During the second  quarter of fiscal  2001,  the Company  sold all its
          shares  of  common  stock  in a  corporation  which  did not  have any
          carrying cost.

                                      F-5

<PAGE>



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

RESULTS OF OPERATIONS  FOR THE SIX MONTH PERIOD ENDED NOVEMBER 30, 2000 COMPARED
TO SAME PERIOD ENDED NOVEMBER 30, 1999

The Company has  experienced  $16,513  expenses for the six month period in 2000
and $5,916 for the six month period in 1999. The Company had no revenues in 2000
or 1999. The Company had a loss of ($19,093) on operations in the period in 2000
compared to a loss of  ($5,916)  in the same period in 1999.  The Company had an
extraordinary  gain on the sale of shares of a former  subsidiary  of $56,650 in
the period in 2000  which  resulted  in net income of $38,872  for the six month
period in 2000.  Gain or loss per share  for the  periods  in 2000 and 1999 were
less  than $.01 in 2000 and  ($.01)  in 1999 in the  period.  The  Company  will
continue to have losses until adequate  income can be achieved to meet expenses.
While the  Company  is  seeking  capital  sources  for  investment;  there is no
assurance that sources can be found.

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED  NOVEMBER  30,  2000  COMPARED TO
QUARTER ENDED NOVEMBER 30, 1999

The  Company  had no  operating  revenues  in the  quarter in 2000 or 1999.  The
Company had a loss on operations of ($17,778) in the quarter in 2000 compared to
a loss on  operations  in the  quarter in 1999 of  ($4,967).  The Company had an
extraordinary  gain in the  quarter of $56,650 on the sale of shares of a former
subsidiary,  Mind2Market,  Inc., which resulted in net income for the quarter of
$38,872, due to the extraordinary gain. Gain or loss per share in the period was
less than $.01 in 2000 and ($.01) in 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The  Company  had  $27,158 in cash  capital at the end of the period and current
liabilities  exceeded  current assets by $49,247.  The Company will be forced to
either borrow or make private  placements of stock in order to fund  operations.
No  assurance  exists  as to the  ability  to  achieve  loans  or  make  private
placements of stock.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT 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

                        Reports on Form 8-K were  made for the  period for which
                  this  report is filed:  October 10, 2000


<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.

Date:  January 18, 2000



                                              NELX, INC.


                                              /s/ Charles L. Stout
                                              -----------------------------
                                              Charles L. Stout, President