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 August 31, 2005


                                   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:


                122,663,860 common shares as of October 19, 2005

<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 Sheets                     F-1
                  Consolidated Condensed Statements of Operations           F-2
                  Consolidated Condensed Statements of Cash Flows           F-3
                  Notes to Consolidated Condensed Financial Statements      F-4














                                       1
<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)


ASSETS                                                                   August 31, 2005    May 31, 2005
                                                                         -----------------  -------------

CURRENT ASSETS
<S>                                                                      <C>                <C>
    Cash and cash equivalents                                            $          1,247   $         437
    Receivables                                                                    34,302          28,286
    Prepaid and other                                                              10,773           7,560
                                                                         -----------------  -------------
      Total current assets                                                         46,322          36,283


FURNITURE AND EQUIPMENT,
    net of accumulated depreciation of $94,900 and $93,425, respectively            9,184          10,659

Deposits                                                                           40,000          40,000
                                                                         -----------------  -------------

      Total assets                                                       $         95,506   $      86,942
                                                                         =================  =============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Current maturities of notes payable                                  $      1,394,300   $   1,419,300
    Current maturities of notes payable - related parties                       1,779,969       1,605,715
    Accounts payable                                                              348,844         271,295
    Accrued interest payable                                                      149,157         121,632
    Accrued expenses                                                              854,677         799,376
                                                                         -----------------  -------------
      Total current liabilities                                                 4,526,947       4,217,318

NOTES PAYABLE, less current maturities - related parties                           91,911          95,702
                                                                         -----------------  -------------

      Total liabilities                                                         4,618,858       4,313,020
                                                                         -----------------  -------------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value par value; 500 million shares
      authorized: 122,663,860 shares issued and outstanding                        12,266          12,266
    Additional paid-in capital                                                  1,115,138       1,115,138
    Accumulated deficit                                                        (5,650,756)     (5,353,482)
                                                                         -----------------  -------------
      Total stockholders' equity (deficit)                                     (4,523,352)     (4,226,078)
                                                                         -----------------  -------------

      Total liabilities and stockholders' equity (deficit)               $         95,506   $      86,942
                                                                         =================  =============
</TABLE>


                            See accompanying notes.
                                      F-1

<PAGE>
<TABLE>
<CAPTION>

NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
                                                                          Three Months Ended August 31,
                                                                         ---------------------------------
                                                                               2005              2004
                                                                         ----------------   --------------


<S>                                                                      <C>                <C>
REVENUE                                                                  $       59,627     $     78,510
                                                                         ----------------   --------------

EXPENSES
    General and administrative                                                  234,355          174,494
    Mutual fund costs                                                            36,448           40,286
    Interest                                                                     84,623           93,938
    Depreciation and amortization                                                 1,475            1,387
                                                                         ----------------   --------------
      Total expenses                                                            356,901          310,105
                                                                         ----------------   --------------


NET (LOSS)                                                               $     (297,274)    $   (231,595)
                                                                         ================   ==============


BASIC AND DILUTIVE NET (LOSS) PER SHARE:

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

    WEIGHTED AVERAGE SHARES OUTSTANDING                                     122,663,860      120,709,510
                                                                         ================   ==============
</TABLE>










                            See accompanying notes.
                                      F-2

<PAGE>
<TABLE>
<CAPTION>

NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
                                                                          Three Months Ended August 31,
                                                                         ---------------------------------
                                                                              2005              2004
                                                                         ----------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                      <C>                <C>
    Net (loss)                                                           $      (297,274)   $    (231,595)
    Adjustments to reconcile net (loss) to
      net cash provided by (used in) operating activities:
         Depreciation and amortization                                             1,475            1,387
         Additional consideration for debt forgiveness and guarantees              3,626
         Changes in operating assets and liabilities:
           Receivables                                                            (6,016)           2,516
           Prepaid and other current assets                                       (3,213)           2,107
           Accounts payable                                                       77,549           51,426
           Accrued expenses and other liabilities                                 79,200           93,190
                                                                         ----------------   --------------
            Net cash flows provided by (used in)operating activities            (144,653)         (80,969)
                                                                         ----------------   --------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from related party debt                                             322,570          108,596
    Repayment of related party debt                                             (152,107)        (157,016)
    Proceeds from debt obligations                                                65,000          144,100
    Repayment of debt obligations                                                (90,000)         (15,100)
                                                                         ----------------   --------------

            Net cash flows provided by (used in)financing activities             145,463           80,580
                                                                         ----------------   --------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                      810             (389)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                                            437              621
                                                                         ----------------   --------------

CASH AND EQUIVALENTS, END OF PERIOD                                      $         1,247    $         232
                                                                         ================   ==============


SUPPLEMENTAL DISCLOSURES:
    Interest paid                                                        $        57,098    $      48,728
    Income taxes paid                                                                  -                -
</TABLE>














                            See accompanying 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-month  period ended August 31,
2005, are not  necessarily  indicative of the results of operations  that can be
expected for the fiscal year ending May 31, 2006. 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 on September 12, 2005.

Note B - Recent Accounting Pronouncements

In  December  2004,  the FASB  issued a  revision  to FASB  Statement  No.  123,
Accounting for Stock Based Compensation.  This Statement  supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and its related implementation
guidance.   This  Statement   establishes   standards  for  the  accounting  for
transactions  in which an entity  exchanges its equity  instruments for goods or
services.  It also addresses  transactions in which an entity incurs liabilities
in  exchange  for  goods or  services  that are  based on the fair  value of the
entity's  equity  instruments  or that may be settled by the  issuance  of those
equity   instruments.   This  Statement  focuses  primarily  on  accounting  for
transactions in which an entity obtains employee services in share-based payment
transactions.  This  Statement  does not  change  the  accounting  guidance  for
share-based  payment  transactions with parties other than employees provided in
Statement 123 as originally  issued and EITF Issue No.  96-18,  "Accounting  for
Equity Instruments That Are Issued to Other Than Employees for Acquiring,  or in
Conjunction  with Selling,  Goods or Services."  This Statement does not address
the accounting for employee share  ownership  plans,  which are subject to AICPA
Statement of Position 93-6,  Employers'  Accounting for Employee Stock Ownership
Plans.

A nonpublic  entity  will  measure  the cost of  employee  services  received in
exchange for an award of equity  instruments  based on the grant-date fair value
of those instruments, except in certain circumstances.

A public entity will initially measure the cost of employee services received in
exchange for an award of liability  instruments based on its current fair value;
the fair value of that award will be re-measured  subsequently at each reporting
date through the  settlement  date.  Changes in fair value during the  requisite
service  period will be  recognized  as  compensation  cost over that period.  A
nonpublic  entity may elect to measure its liability  awards at their  intrinsic
value through the date of settlement.

The grant-date fair value of employee share options and similar instruments will
be  estimated   using  the   option-pricing   models  adjusted  for  the  unique
characteristics  of those instruments  (unless  observable market prices for the
same or similar instruments are available).

                                      F-4
<PAGE>


NELX, Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Excess tax  benefits,  as defined by this  Statement,  will be  recognized as an
addition  to  paid-in-capital.  Cash  retained  as a result of those  excess tax
benefits  will be  presented in the  statement  of cash flows as financing  cash
inflows.  The  write-off  of  deferred  tax assets  relating to  unrealized  tax
benefits  associated  with  recognized  compensation  cost will be recognized as
income tax expense  unless there are excess tax benefits  from  previous  awards
remaining in paid-in capital to which it can be offset.

The notes to the financial statements of both public and nonpublic entities will
disclose information to assist users of financial  information to understand the
nature of share-based payment transactions and the effects of those transactions
on the financial statements.

The  effective  date for  public  entities  that do not  file as small  business
issuers  will be as of the  beginning of the first  interim or annual  reporting
period that begins after June 15, 2005.  For public  entities that file as small
business  issuers and nonpublic  entities the  effective  date will be as of the
beginning  of the first  interim or annual  reporting  period that begins  after
December  15,  2005.  Management  intends to comply with this  Statement  at the
scheduled effective date for the relevant financial statements of the Company.

In June 2005,  the FASB  issued  FASB Staff  Position  ("FSP")  FAS 115-1,  "The
Meaning  of Other  Than  Temporary  Impairment  and Its  Application  to Certain
Investments",  which clarifies that an investor  should  recognize an impairment
loss no later than when the impairment is deemed other-than-temporary, even if a
decision  to sell  has not  been  made.  FSP FAS  115-1  will be  effective  for
other-than-temporary  impairment  analysis  conducted in periods beginning after
September  15,  2005.  The Company does not  anticipate  that FSP FAS 115-1 will
materially  impact the Company's  financial  condition or results of operations.
The  FASB  recently  said  that no  further  guidance  on  other-than  temporary
impairment would be forthcoming.


Note C - Notes Payable

At August 31, 2005, related party borrowings amounted to $1,871,880.  During the
three month  period  ended August 31,  2005,  borrowings  from  related  parties
amounted  to  $322,570  and  repayments  of  principal  on  such  related  party
borrowings amounted to $152,107.  Included in related party borrowings is a note
payable totaling $7,000 that is due on demand, carries a stated interest rate of
10% per annum and is convertible  into shares of NELX,  Inc.  during its term at
the rate of $.10 (ten cents) per share.  Related party  borrowings  also include
advances from the Company's  largest  shareholder and chief executive officer of
$315,570.

During the three month period ended August 31, 2005, $65,000 was borrowed by the
Company from an unrelated party.  These notes are due on demand,  carry a stated
interest  rate of 12% per annum and are  convertible  into shares of NELX,  Inc.
during their term at the rate of $.10 (ten cents) per share.


                                      F-5
<PAGE>


NELX, Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note D - Subsequent Event

During September 2005, the Company received a total of $65,500 from the issuance
of convertible  promissory notes.  These borrowings  include notes payable to an
unrelated  party totaling  $60,500 that carry a stated  interest rate of 12% per
annum and a note  payable to a related  party  totaling  $5,000  that  carries a
stated  interest rate of 10% per annum.  The notes are  guaranteed by an officer
with principal due on demand. The principal is convertible, in whole or in part,
into common shares of NELX,  Inc. on or before the earlier of i) payment thereof
and retirement of the notes, or ii) a Qualified  Financing.  Any such conversion
is at the rate of $.10 (ten  cents)  per  share  (or the  lower  price per share
implicit in a Qualified Financing).





















                                      F-6
<PAGE>

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company  prepares its consolidated  financial  statements in accordance with
accounting principles generally accepted in the United States of America.  These
principles permit choices among  alternatives and require numerous  estimates of
financial  matters.  The Company believes the accounting  principles  chosen are
appropriate  under the  circumstances,  and that the  estimates,  judgments  and
assumptions involved in its financial reporting are reasonable.

REVENUE RECOGNITION

Fees for investment  advisory  services are based on an agreed percentage of the
value of client  assets  under  management  and are accrued  based on the market
value of client assets on the accrual date. Commissions for surety bond services
are based on a percentage  of premiums  charged for bonds placed with  insurance
companies,  and are recorded  upon the issuance or effective  date of the bonds.
The  Company  is  not  responsible  for  any  significant   continuing  services
subsequent to the issuance or renewal of bonds.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Management  believes that substantially all accounts receivable are collectible,
and therefore  has not  established  an allowance  for  estimated  uncollectible
accounts.

USE OF ESTIMATES

Accounting estimates are based on historical  experience and information that is
available to management about current events and actions the Company may take in
the future.

LONG-LIVED ASSETS

When facts and circumstances  indicate that the cost of long-lived assets may be
impaired,  an  evaluation  of the  recoverability  is performed by comparing the
carrying value of the assets to the projected future cash flows. Upon indication
that the  carrying  value of such  assets may not be  recoverable,  the  Company
recognizes an impairment  loss by a charge against current  operations  based on
discounted projected future cash flows.

INCOME TAXES

We currently have net operating loss ("NOL") carry-forwards that can be utilized
to  offset  future  income  for  federal  and  state  tax  purposes.  These  NOL
carry-forwards  generate a  significant  deferred  tax asset.  However,  we have
recorded  a  valuation  allowance  against  this  deferred  tax asset as we have
determined  that it is more  likely  than  not that we will not be able to fully
utilize the NOL carry-forwards. Should our assumptions regarding the utilization
of these NOL carry-forwards  change, we may reduce some or all of this valuation
allowance, which would result in the recording of a deferred income tax benefit.

                                       2
<PAGE>


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The Company has $3,266,180 of long-term debt, including current installments and
excluding  fair  value  adjustments,  outstanding  at August  31,  2005.  Future
payments required under these and other obligations are as follows:
<TABLE>
<CAPTION>

--------------------------------------- -------------- ---------- --------- ---------- ---------- --------------- -------------
Certain Contractual Obligations         Current        2007       2008      2009       2010       Thereafter      Total
--------------------------------------- -------------- ---------- --------- ---------- ---------- --------------- -------------
<S>                                     <C>            <C>        <C>       <C>        <C>               <C>      <C>
Long-term debt, including current       3,174,269      16,180     17,865    41,231     11,497            5,138    3,266,180
installments
--------------------------------------- -------------- ---------- --------- ---------- ---------- --------------- -------------
Operating lease commitments                 7,326       6,851      6,852     6,852      3,978                0       31,859
--------------------------------------- -------------- ---------- --------- ---------- ---------- --------------- -------------
</TABLE>

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED AUGUST 31, 2005

The Company  experienced a loss for the three-month period ended August 31, 2005
in the  amount  of  $297,274  as  compared  with  a loss  of  $231,595  for  the
corresponding period ended August 31, 2004.

Revenues  for the  three-month  period  ended  August 31,  2005 were  $59,627 as
compared  with  $78,510 for the  corresponding  period  ended  August 31,  2004,
representing a 24.1% decrease. This decrease is attributable to a combination of
continued tightening of the availability of bonding in the surety segment of the
Company's  business and  fluctuations in the securities  markets  resulting in a
reduction in the value of assets under the investment  management segment of the
Company's business.

Quarterly  revenues  from the  investment  management  segment,  net of advisory
referral fees, were $50,116 for the three-month  period ended August 31, 2005 as
compared  with  $66,292 for the  corresponding  period  ended  August 31,  2004,
representing a decrease of $16,176. As investment advisory fees are based on the
market  value of assets under  management,  some  fluctuation  will occur due to
overall market conditions. 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.

Quarterly  revenues  from the surety  segment  were  $9,511 for the  three-month
period  ended  August 31,  2005 as compared  with  $5,686 for the  corresponding
period ended August 31, 2004,  representing  an increase of $3,825.  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  August  31,  2005 were
$356,901 as compared  with $310,105 for the  comparable  period ended August 31,
2004, representing an increase of $46,796. This increase is largely attributable
to an increase in various professional fees, attributable in significant part to
expenses  incurred  in  the  negotiation  and  documentation  of  the  Company's
agreement  to purchase  the stock of an insurance  company and  application  for
regulatory approval of such acquisition.

                                       3
<PAGE>

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  $28,000 of the Fund's  operating  expenses during the three-month
period  ended  August  31,  2005.  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 August 31, 2005, the Fund's  investment  advisory fees
amounted to $10,751 as compared  to $19,888  for the  corresponding  three-month
period ended August 31, 2004.

Interest expense for the three-month period ended August 31, 2005 was $84,623 as
compared  with  $93,938 for the  corresponding  period  ended  August 31,  2004,
representing  a decrease of $9,315.  The decrease in interest  expense is due to
the issuance of NELX common  stock to certain  holders of  predominantly  demand
promissory notes of the Company in  consideration of the continuing  forbearance
granted by such note holders,  which was recorded as additional interest expense
during the three-month period ended August 31, 2004.

FUTURE DIRECTION OF COMPANY

The  Company  intends  to focus its  efforts  on the  expansion  of the  ongoing
business  activities  of FSI and Jacobs & Co.,  namely  insurance  (surety)  and
investment  management and advisory  services.  Critical to its business plan is
the  acquisition of an insurance  company that will issue surety bonds utilizing
programs  developed  by FSI and marketed by Triangle.  The  collateral  accounts
required as a condition  of the issuance of such surety bonds will be managed by
Jacobs & Co. Thus, if an insurance company can be acquired, revenue sources will
be  created  for each of  Triangle  and  Jacobs & Company,  in  addition  to the
revenues  generated by the  insurance  company  directly  from  premiums for the
issuance of surety bonds.

On July 31, 2005, the Company entered into a definitive  purchase agreement with
the owner of an insurance company with active licenses in each of West Virginia,
Ohio and Indiana.  Under the purchase  agreement,  The Celina  Mutual  Insurance
Company (Celina) has agreed to sell the stock of West Virginia Fire and Casualty
Company (WVFCC) to the Company for a purchase price of approximately $3 million.
The  closing  of  the  transaction  is  conditioned  on  each  of  (i)  Celina's
withdrawing  sufficient  assets and  removing  liabilities  from WVFCC to reduce
WVFCC's net worth to approximately $2.85 million, (ii) a financing  contingency,
and (iii) necessary  approvals of the West Virginia  Department of Insurance and
the Insurance Departments of each of Ohio and Indiana. Commitments for financing
received on September 30, 2005, have brought the total commitments to $3,000,000
and have  enabled  NELX to  eliminate  the  financing  contingency  to which its
acquisition of WVFCC is subject. The Company has submitted an application to the
West Virginia Insurance  Commissioner for approval of the acquisition and of its
plan to operate the insurance company as a surety. Prior to the closing of the

                                       4
<PAGE>

acquisition,  the  Company  will  seek  the  approval  of  the  shareholders  to
reorganize the Company as a Delaware  corporation with articles of incorporation
that  authorize the board of directors to issue  preferred  stock to finance the
Company's  business  operations,  including  the  acquisition  of the  insurance
company. If the Company is able to secure the necessary regulatory approvals and
complete  arrangements  for the financing as described,  the  opportunity in the
marketplace for an insurance  company offering surety products combined with the
synergies  created  for the  businesses  of  Triangle  and  Jacobs & Co.  should
dramatically enhance the overall business prospects of the Company.  However, if
the Company is unable to secure the necessary  regulatory approvals and complete
arrangements  for the  necessary  financing  to complete  the  acquisition,  its
prospects for growth and viability will diminish.

ANALYSIS OF LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

As of August 31, 2005, a deficiency in working  capital  exists as the Company's
current  liabilities  exceed its  current  assets by  approximately  $4,480,625.
Recognizing the cash flow shortages that the Company is facing,  management will
seek to raise  additional  funds through  private  placements of stock at prices
that will not be  dilutive  to current  shareholders.  The  Company is  actively
attempting to raise  financing for the  acquisition  of an insurance  company as
described  in "Future  Direction  of Company,"  above.  If such a financing  and
acquisition are successfully accomplished, holders of the Company's indebtedness
who have been granted the right to convert such  indebtedness into common shares
will be encouraged to exercise their conversion rights. If the Company is unable
to arrange financing for the acquisition, it may not survive.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

Going  concern  contingency:  The Company has incurred  significant  losses from
operations  since  inception,  and such  losses are  expected  to  continue.  In
addition,  the  Company  experienced  negative  cash  flow  from  operations  of
approximately  $796,000 in fiscal 2005 and  $144,700  for the three months ended
August 31, 2005.  Also,  the Company has no net working  capital.  The foregoing
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Management's plans include continuation of steps to improve cash flow,
including the acquisition of an insurance company licensed to issue surety bonds
that will generate  revenues.  Management intends to accomplish these objectives
by seeking  additional  capital and/or debt  financing.  While certain levels of
financing have been committed, such commitments are contingent upon, among other
things,  approval of the  acquisition  of the  insurance  company by  regulatory
authorities.  Additional  financing is being sought by the Company, and there is
no guarantee  that  additional  capital  and/or debt financing will be available
when  and to the  extent  required,  or that if  available,  it will be on terms
acceptable to the Company.  The consolidated  condensed financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                                       5
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS

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.


                           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 Rule13a-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


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<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:  October 19, 2005            By:      /s/  John M. Jacobs
                                    ----------------------------------------
                                    John M. Jacobs
                                    President, Chief Executive Officer
                                    And Principal Financial Officer


















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