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, 2002


                                   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:

                120,577,744 common shares as of January 10, 2003



<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)
<S>                                                       <C>                  <C>
                                                          November 30, 2002    May 31, 2002
                                                          -----------------    ------------
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                               $     332          $   8,689
    Receivables                                                61,819             39,312
    Prepaid and other                                          15,270             10,688
                                                            -------------      -------------
      TOTAL CURRENT ASSETS                                     77,421             58,689
                                                            -------------      -------------


FURNITURE AND EQUIPMENT,
    net of accumulated depreciation of
       $79,503 and $76,776, respectively                       17,352             20,078
                                                            -------------      -------------

      TOTAL ASSETS                                          $  94,773          $  78,767
                                                            =============      =============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current maturities of notes payable                     $  40,219          $  50,000
    Current maturities of notes payable-related parties       593,781            635,310
    Accounts payable                                          205,793            207,814
    Accrued expenses                                          384,167            335,571
    Accrued interest payable                                   47,614             33,449
                                                            -------------      -------------
      TOTAL CURRENT LIABILITIES                             1,271,574          1,262,144
                                                            -------------      -------------

LONG-TERM LIABILITIES
    Notes payable, less current maturities                  $ 400,000          $ 100,000
    Notes payable, less current maturities-related parties    319,069            226,681
                                                            -------------      -------------
      TOTAL LONG-TERM LIABILITIES                             719,069            326,681
                                                            -------------      -------------

STOCKHOLDERS' EQUITY
    Common stock, $.0001 par value par value;
      500 million shares authorized: 120,577,744
      shares issued and outstanding                            12,058             12,058
    Additional paid-in capital                              1,037,155          1,037,155
    Accumulated deficit                                    (2,945,083)        (2,559,271)
                                                            -------------      -------------
      TOTAL STOCKHOLDERS' EQUITY                           (1,895,870)        (1,510,058)
                                                            -------------      -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $  94,773          $  78,767
                                                            =============      =============
</TABLE>






                            See accompanying notes.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
<S>                                            <C>                <C>                <C>                 <C>
                                                  Three Months Ended November 30,       Six Months Ended November 30,
                                               ---------------------------------------------------------------------------
                                                     2002               2001               2002                2001
                                               -----------------  -----------------  -----------------   -----------------

REVENUE                                              $  83,891         $   83,882        $   173,634          $  181,017
                                               -----------------  -----------------  -----------------   -----------------

EXPENSES
    General and administrative                         216,672            271,671            467,587             512,357
    Business development and financing                  20,773             53,823             33,827              96,706
    Interest                                            29,361             12,624             56,943              28,341
    Depreciation and Amortization                        1,363              1,200              2,727               2,400
                                               -----------------  -----------------  -----------------   -----------------

      TOTAL EXPENSES                                   268,169            339,318            561,084             639,804
                                               -----------------  -----------------  -----------------   -----------------

OTHER INCOME                                             1,637                186              1,637              27,600
                                               -----------------  -----------------  -----------------   -----------------

NET INCOME (LOSS)                                   $ (182,641)       $  (255,250)      $   (385,813)        $  (431,187)
                                               =================  =================  =================   =================


BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE:

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


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

</TABLE>








                            See accompanying notes.

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
NELX, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
<S>                                            <C>                <C>                <C>                 <C>
                                                  Three Months Ended November 30,       Six Months Ended November 30,
                                               ---------------------------------------------------------------------------
                                                     2002               2001               2002                2001
                                               -----------------  -----------------  -----------------   -----------------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                          $       (182,641)  $       (255,250)  $       (385,813)   $       (431,187)
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities
        Depreciation and amortization                     1,363              1,200              2,727               2,400
        Cancellation of accounts payable
          per settlement agreement                                                                                (24,255)
        Changes in operating assets and liabilities:
          Receivables                                    61,484             (4,569)           (22,507)             (6,233)
          Prepaid and other current assets               (6,066)            (2,206)            (4,582)             10,040
          Accounts payable                              (93,670)           (51,266)            (2,021)             57,630
          Accrued expenses                               29,130             57,209             62,761              42,942
                                               -----------------  -----------------  -----------------   -----------------
NET CASH FLOWS FROM (USED) OPERATING ACTIVITIES        (190,400)          (254,882)          (349,435)           (348,663)
                                               -----------------  -----------------  -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase furniture and equipment                          -             (1,146)                 -              (3,212)
                                               -----------------  -----------------  -----------------   -----------------
NET CASH FLOWS (USED) INVESTING ACTIVITIES                    -             (1,146)                 -               (3,212)
                                               -----------------  -----------------  -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from related party debt                    192,175                  -            389,224                   -
    Repayment of related party debt                    (248,632)                 -           (438,365)                  -
    Proceeds from debt obligations                      250,000            314,000            400,000             314,000
    Repayment of debt obligations                        (5,973)           (72,750)            (9,781)           (507,376)
    Repayment of term notes payable                           -            (78,264)                 -            (183,739)
                                               -----------------  -----------------  -----------------   -----------------

NET CASH FLOWS PROVIDED (USED) FROM
     FINANCING ACTIVITIES                               185,570            162,986            341,078            (377,115)
                                               -----------------  -----------------  -----------------   -----------------

NET INCREASE (DECREASE) IN CASH                          (2,830)           (93,042)            (8,357)           (728,990)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                 3,162            135,938              8,689             771,886
                                               -----------------  -----------------  -----------------   -----------------

CASH AND EQUIVALENTS, END OF PERIOD            $            332   $         42,896   $            332    $         42,896
                                               =================  =================  =================   =================


SUPPLEMENTAL DISCLOSURES:
    Interest paid                              $         21,335   $         10,335   $         42,778    $         95,038
    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 and six month  periods  ended
November 30, 2002, are not  necessarily  indicative of the results of operations
that can be  expected  for the fiscal  year  ending May 31,  2003.  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 13,
2002.

Note B - Notes Payable

At November 30, 2002, related party borrowings amounted to $912,850.  During the
six month  period  ended  November 30,  2002,  borrowings  from related  parties
amounted  to  $389,224  and  repayments  of  principal  on  such  related  party
borrowings  amounted to $438,365.  During the three-month  period ended November
30, 2002, $250,000 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 $440,219.

Note C - Subsequent Events

On December 30, 2002,  the Company's  wholly owned  subsidiary  Jacobs & Company
entered into an agreement with the issuing company of its professional liability
insurance  policy wherein the issuing  company  advanced the sum of $304,360 for
the  exclusive  purpose of providing  Jacobs & Company with funds needed to make
payment  to the  Jacobs  &  Company  Mutual  Fund as  demanded  by the  Board of
Directors of Advisors  Series Trust (the  "Board")  relating to certain  alleged
pricing   errors  for  which  the  Board  asserts  that  Jacobs  &  Company  has
responsibility.  The  advance  shall be  repaid  following  the  evaluation  and
ultimate   determination  of  whether  there  is  any  covered  Loss  under  the
professional liability insurance policy.

During  December  2002,  the  Company  borrowed  a total  of  $175,000  from two
unrelated parties under convertible  promissory notes. The notes are due 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.

Note D - Reclassifications

Certain reclassifications have been made for consistent presentation.








                                      F-4

<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, 2002
------------------------------------------------------------------------

The Company  experienced a loss for the  three-month  period ended  November 30,
2002 in the amount of  $182,641  as  compared  with a loss of  $255,250  for the
corresponding  period ended  November  30, 2001,  and a loss of $203,171 for the
previous quarter ended August 31, 2002.  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, 2002 were $83,891 as
compared  to $83,882 for the  corresponding  period  ended  November  30,  2001,
representing a nominal increase. This increase is comprised of a .5% decrease in
revenues  attributable to the investment  management segment and a 6.8% increase
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 $5,861 (from $89,743).

Quarterly  revenues from the investment  management segment were $77,565 for the
three-month period ended November 30, 2002 as compared with $77,962 for the same
period in the previous year, a decrease of $397. 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, 2002,  such
revenues amounted to $73,394.

Quarterly  revenues  from the surety  segment  were  $6,326 for the  three-month
period ended November 30, 2002 versus $5,920 for the same period in the previous
year, an increase of $406, and as compared with $16,349 for the previous quarter
ended  August  31,  2002.  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, 2002 were
$268,169 as compared with $339,318 for the comparable  period ended November 30,
2001, a decrease of $71,149.  such  decrease was  attributable  to a decrease in
general and  administrative  expense of $54,999 and a $33,050  decrease in costs
attributable  to business  development  and  financing  (classified  in previous
reports as costs of unconsummated  acquisitions).  Interest expense increased by
$16,737 during this period.

                                       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  $19,566 of the Fund's  operating  expenses during the three-month
period ended  November  30, 2002  compared  with $18,029 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, 2002,
the Fund's investment advisory fees amounted to $26,014 as compared with $26,846
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
decreased by  approximately  $47,298 from  $263,970 for the  three-month  period
ended August 31, 2002 to $216,672 for the three-month  period ended November 30,
2002. This decrease is primarily  attributable  to reduced legal,  marketing and
educational expenses incurred during the period.

Interest expense for the three-month  period ended November 30, 2002 was $29,361
as compared with $12,624 for the  corresponding  period ended November 30, 2001.
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, 2002
----------------------------------------------------------------------

For the six-month period ended November 30, 2002, the Company experienced a loss
of $385,813 as compared  with a loss of $431,187  for the  corresponding  period
ended November 30, 2001.

Revenues for the six-month  period ended November 30, 2002 were $173,634  versus
$181,017 for the  corresponding  period ended  November 30, 2001  representing a
4.08%  decrease.  This  decrease  is  comprised  of a 1.6%  increase in revenues
attributable  to the  investment  management  segment  and a 32.3%  decrease  in
revenues attributable to the surety segment of the business.

Revenues from the investment  management segment were $153,023 for the six-month
period ended  November 30, 2002 as compared with $150,566 for the same period in
the previous year, an increase of $2,457. 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 $20,611 for the  six-month  period ended
November  30, 2002 as compared  with $30,451 for the same period in the previous
year,  a decrease  of  $9,840.  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,  2002 were
$561,084 as compared with $639,804 for the comparable  period ended November 30,
2001,  a  decrease  of  $78,720.  The  principal  elements  accounting  for this
reduction are business development and financing expenses which were $33,827 for
the six month  period ended  November  30, 2002,  as compared to $96,706 for the
comparable  period ended November 30, 2001 and legal and  professional  expenses
which were $40,888 for the six month period ended November 30, 2002, as compared
to $59,723 for the comparable period ended November 30, 2001.

Interest expense for the six-month period ended November 30, 2002 was $56,943 as
compared with $28,341 for the corresponding  period ended November 30, 2001. The
increase in interest  expense is  attributable  to the increase in the Company's
short and long-term indebtedness incurred to fund ongoing operations.

Finally, other income of $1,637 for the six-month period ended November 30, 2002
compares with $27,600 for the six-month  period ended  November 30, 2001.  Other
income in 2001 was comprised of the  cancellation  of a trade account payable in
the amount of $24,255  pursuant to a settlement  agreement  first reached in May
1998 but not  consummated  until June 2001, and interest income in the amount of
$3,345.  The  cancellation  of  the  trade  payable  was  a  nonrecurring  item,
accounting for the substantial reduction.

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 much 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 much promise for growth.

Opportunities   for  increased   business  in  the  surety   markets   utilizing
collateralized  bonding  programs  remain very 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.

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, 2002, a deficiency in working capital exists as the
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$1,190,000.  Management  has met  operating  deficits for the three months ended
November 30 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.

                                       5
<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.

                  (a)      Certifications:
                              Exhibit 99.15a
                              Exhibit 99.15b

                  (b)      None.

                                       6
<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 17, 2003              By:      /s/  John M. Jacobs
        ----------------              ----------------------------------------
                                                    John M. Jacobs
                                                    President and Director























                                       7