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 11/30/96
                         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.)


                 10200 W. 44th Ave. #400, Wheat Ridge, CO 80033
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code:(303) 422-9497
                                                                 --------


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, 1996,  there were  20,085,619  outstanding  shares of common
stock, par value $.0001 were outstanding.



<PAGE>



PART 1. FINANCIAL INFORMATION

     ITEM 1. Financial Statements
             ---------------------

                            NELX, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                    November            May
ASSETS                                              30, 1996          31, 1996
                                                   ----------        ----------
CURRENT ASSETS:
     Cash and Cash Equivalents                          1,009             8,701
     Prepaid Expenses
     Accounts Receivable
     Accrued Interest Receivable                          500               500
                                                   ----------        ----------
          Total Current Assets                          1,509             9,201

FIXED ASSETS: (Note 1)
     Land                                           3,711,455         3,716,801
     Gas Plant                                      1,000,000         1,000,000
     Vehicles                                           3,825
     Equipment                                          8,654             8,654
     Apartment & Office Buildings                     678,063           678,063
                                                   ----------        ----------
                                                    5,401,997         5,403,518
     Less Accumulated Depreciation                   (157,576)         (132,725)
          Total Net Fixed Assets                    5,244,421         5,270,793

OTHER ASSETS:
     Deposits                                           3,950             3,950
     Note Receivable
     Lease & Royalty Interests
     Investments                                       10,000            10,000
          Total Other Assets                           13,950            13,950
                                                   ----------        ----------

       TOTAL ASSETS                                 5,259,880         5,293,944
                                                   ==========        ==========




<PAGE>



LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts Payable                                  138,649          139,649
     Advance Payable                                    29,000           29,000
     Accrued Expenses
     Current Portion LTD                               368,214          368,214
                                                    ----------       ----------
          Total Current Liabilities                    535,863          536,863

LONG TERM DEBT
     Note Payable                                    1,618,556        1,594,733
                                                    ----------       ----------

STOCKHOLDER'S EQUITY (DEFICIT):
     Common Stock, $.0001 par value
         - 500,000,000                                   2,183            1,895
                                                    ----------       ----------
      shares authorized, 10,437,581
         and 14,541,800 issued and
         outstanding at May 31, 1995
         and November 30, 1995
     Additional Paid In Capital                      7,365,964        7,183,780

     Retained Earnings                              (4,262,686)      (4,023,327)
                                                    ----------       ----------

     Total Stockholder's Equity                      3,105,461        3,162,348
                                                    ----------       ----------

      TOTAL LIABILITIES &
         STOCKHOLDER'S EQUITY                        5,259,880        5,293,944
                                                    ==========       ==========

             The accompanying notes are considered an integral part
                           these financial statements


<PAGE>
<TABLE>
<CAPTION>

                           NELX, INC. AND SUBSIDIARY
                  Consolidated Statement of Income and Expense
                                    (Unaudited)

                                            3 Months                            6 Months
                                            Ended November 30                   Ended November 30
                                               1996             1995              1996                1995
                                            ---------------------------         -----------------------------
OPERATING REVENUES
<S>                                                <C>         <C>                      <C>            <C>   
Oil & Gas Sales                                    0           10,243                   0              30,916
Consulting Fees                                    0            1,057                   0               1,057
                                                             --------                                --------
                                                               11,300                                  31,973
OPERATING EXPENSES
Rent                                               0            6,618
Office                                        11,437           16,761              26,321              36,423
Travel                                             0            2,921                   0               9,048
Lease expenses                                     0                0                   0                   0
Professional fees                             55,030           11,093             111,342             257,868
Telephone & Utilities                          2,014            3,819               7,293               8,264
Miscellaneous                                      0                0                   0                   0
Taxes & Licenses                                   0                0                   0                   0
Consultants                                        0           14,240
Oil & Gas Operating                           50,000           14,279              51,800              30,464
Wages                                              0           17,910                   0              32,158
Interest expense                                   0            1,531                   0              34,089
                                            --------         --------            --------            --------

Total Operating Expenses                     118,481           89,172             196,756             408,314

OTHER REVENUES & (EXPENSES)
Rental & Miscellaneous                             0           (4,008)                  0                   0
Interest income                                2,000              (78)             (2,000)              4,554
Depreciation                                  12,425            9,257             (24,850)
Sale of Assets                                     0                0                   0                   0
Sale of lease interests                            0                0                   0                   0
Rental expenses                                7,598           12,676             (15,756)            (14,479)
                                            --------         --------            --------            --------

Total Other Revenues & Expenses               22,023           17,847             (42,606)            (42,154)

NET INCOME (LOSS)                           (140,504)         (95,719)           (418,495)           (418,495)
                                            ========         ========            ========            ========

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                            NELX, Inc. AND SUBSIDIARY
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

                                                     Three Months                       Six months
                                                     Ended November 30                  Ended November 30
                                                     1996              1995             1996              1995
                                                     ---------         ---------        ---------         ----
<S>                                                 <C>                <C>               <C>                <C>  
Cash Flows From
Operating Activities:

Net Profit (Loss)                                   (140,504)         (95,719)          (239,363)       (418,494)

Depreciation                                          12,424           15,926             24,850          38,898
Stock issued for services                            104,005            7,500            155,440         249,500
(Increase) decrease in Accts Receivable               55,600
(Increase) decrease in Prepaids
(Increase) decrease in Deposits
(Decrease) increase in Accrued Expenses                                 3,432                            (17,856)
(Decrease) increase in Accts Payable                                   (5,933)            (1,000)         (9,433)
(Decrease) increase in Accts Payable
Related Parties                                                        (1,700)                             1,657
(Decrease) increase in advance payable

Net Cash Flows Used for
Operating Activities                               ---------         --------          ---------        --------- 
                                                     (24,075)         (76,494)           (60,073)       (100,128)

Cash Flows from investing activities
(Purchase) sale of Fixed Assets                        6,997                0              1,521         (21,523)
(Purchase) sale of Note Receivable
(Purchase) Sale of Investment
(Purchase) sale of Lease Interests

Total cash used for investing                      ---------         --------          ---------        ---------
                                                       6,997                0              1,521          (21,523)

Cash flows from financing activities
Increase (Decrease) in Note Payable                   11,719           17,573             23,823           47,639
Sale of Common Stock                                   7,464           55,132             27,037           67,257
                                                    --------         --------           --------         --------
Total cash from financing  activities                 19,183           72,705             50,860          114,896

Increase (Decrease) in cash                            2,103           (3,789)            (7,692)          (6,755)
                                                    --------         --------           --------         --------

Cash and cash equivalents -
beginning of period                                   (1,094)           8,138              8,701           11,104
                                                    --------         --------           --------         --------

Cash and cash equivalents -
end of period                                          1,009            4,349              1,009            4,349
                                                    ========         ========           ========         ========

</TABLE>

<PAGE>



ITEM 2.

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


Results of Operations
---------------------

     The Company has  experienced  continuing  operating  expenses for the three
month  period of $118,481  compared  to $89,172 in the same period in 1995.  The
revenues for the period  totaled $0 from oil and gas  operations  compared  with
$11,300 for same period in 1995. The Company recorded a net loss of $239,362 for
the period as  compared  to a $95,719  loss for the same  period in fiscal  year
1995. Other Revenues and Expenses (Real Estate Rental) showed a net loss for the
period of ($22,023)  as compared to ($17,847)  net loss for same period in 1994.
The Company  losses on operations  will  continue  until income from oil and gas
operations  and real estate sales and  development  can be  achieved.  While the
Company is seeking  capital sources for investment in oil and gas wells and real
estate development, there is no assurance that sources can be found. The Company
has only minimal real estate revenues and has no other income.


Liquidity and Capital Resources
-------------------------------

     The  Company had  inadequate  cash  capital at the end of the  period.  The
Company will be forced to either  borrow  against or sell assets or make private
placements of stock in order to fund operations continuance. No assurance exists
as to the ability to achieve  sales of assets or loans  against  the assets,  or
make private placements of stock.



<PAGE>


PART II
                                OTHER INFORMATION


         Ite 1.   Legal  proceedings - In November of  1996, Standard Financial,
                                       a noteholder of a $50,000 Note commenced
                                       foreclosure on the triplex property owned
                                       by registrant.
         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, 1996: (incorporated by reference)

                                  None.



                                   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.
                                            ------------------------------------
                                            (Registrant)


Date: April 17, 1997                        /S/  WESLEY F. WHITING
                                            ------------------------------------
                                            Wesley F. Whiting, President