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 February 29, 2000
                         Commission file number 0-21210


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




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


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

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


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

                             Yes  X       No
                                -----        -----
As of February  28, 2000,  there were  46,352,042  outstanding  shares of common
stock, par value $.0001.



<PAGE>



PART 1.           FINANCIAL INFORMATION

         ITEM 1.           Financial Statements


<TABLE>
<CAPTION>


                                   NELX, INC.
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                                              February                   February
                                                                              28, 2000                   28, 1999
<S>                                                                            <C>                        <C>
ASSETS

Current Assets
     Cash & Cash Equivalents                                                      $ 3,161                      $ 774

Property, Plant and Equipment
     Plant and Plant Equipment                                                    100,000                    100,000
     Equipment                                                                                                 8,654
     Land
     Buildings                                                                    54,175                     54,175
                                                                                  -------                    ------
                                                                                  154,175                    162,829
     Less Accumulated Depreciation                                               104,411                    114,266
                                                                                 --------                   -------
          Net Fixed Assets                                                         49,764                     48,563

TOTAL ASSETS                                                                     $ 52,925                   $ 49,337
                                                                           ===============            ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                            $ 24,255                   $ 24,255
     Accrued Expenses                                                                                         10,037
     Note Payable - Stockholder                                                    72,650                     61,650
     Current Portion of Long-Term Debt                                                                        3,000
                                                                                                              -----
          Total Current Liabilities                                                96,905                     98,941

Long Term Liabilities
     Notes Payable

Total Liabilities                                                                  96,905                     98,941


Stockholders' Equity
     Common Stock. $0.0001 par value, 500,000,000 shares authorized
     46,352,042 issued and outstanding at May 31, 1998 and November 30,
     1998, respectively                                                             4,435                      4,635
     Additional paid-in capital                                                 7,630,475                  7,623,975
     Retained Deficit                                                          (7,678,890)                (7,678,214)
                                                                               -----------                -----------
TOTAL STOCKHOLDERS' DEFICIT                                                       (43,980)                   (49,605)
                                                                                  --------                   --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                      $ 52,925                   $ 49,337
                                                                           ===============            ===============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                   NELX, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     For the Nine Months Ended February 28,
                                   (Unaudited)

                                                                                1999                        1998
                                                                                ----                        ----
<S>                                                                            <C>                         <C>
REVENUES
     Gain/Loss on Sale of Assets                                                                                  875
     Consulting Fees
     Misc Income
     Cost of Sales
                                                                           ---------------             ---------------

Gross Profit                                                                            -                         875

EXPENSES
     Interest                                                                         500                       4,542
     Office Expense                                                                 2,849                       3,314
     Professional Fees                                                              4,200                       4,450
     Telephone & Utilities                                                            44                         597
                                                                                      ---                        ---
Total Operating Expenses                                                            7,593                      12,903

NET INCOME (LOSS)                                                                $ (7,593)                  $ (12,028)
                                                                           ===============             ===============

Profit (Loss) per common share                                                      (0.00)                      (0.00)

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                        Nine Months
                                                                                    Ended February 28,
                                                                               2000                     1999
                                                                               ----                     ----
<S>                                                                             <C>                    <C>
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                          $(7,593)               $ (12,028)
     Depreciation
     (Decrease) Increase in Accounts Payable                                                             (54,510)
     (Decrease) Increase in Accrued Expenses
     (Increase) Decrease in Other Assets
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            -------------

Net Cash Flows Used for Operating Activities                                     (7,593)                 (66,538)

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                                      27,825
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            -------------

Net Cash (Used by) From Investing Activities                                          -                   27,825

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                          4,000                 (120,175)
     Sale of Common Stock                                                         6,500                  158,000
     Sale of Treasury Stock                                                           1
                                                                           -------------            -------------

Total Cash from (Used by) Financing Activities                                   10,501                   37,825

Increase (Decrease) in Cash                                                       2,908                     (888)
                                                                                                            -----
                                                                           -------------

Cash and Cash Equivalents - Beginning of Period                                     254                   (8,533)
                                                                                                          -------
                                                                           -------------

Cash and Cash Equivalents - end of Period                                         3,162                   (9,421)
                                                                           =============            =============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                   NELX, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     For the Three Months Ended February 28,
                                   (Unaudited)

                                                                                  2000                       1999
                                                                                  ----                       ----
<S>                                                                              <C>                        <C>
REVENUES
     Gain/(Loss) on Sale of Assets                                                                                 875
     Consulting Fees
     Misc Income
     Cost of Sales
                                                                             ---------------

Gross Profit                                                                              -                        875

EXPENSES
     Interest                                                                             -
     Office Expense                                                                     177                        911
     Professional Fees                                                                1,500
     Telephone & Utilities                                                                                        106
                                                                                                                  ---
Total Operating Expenses                                                              1,677                      1,017

NET INCOME (LOSS)                                                                  $ (1,677)                    $ (142)
                                                                             ===============            ===============

Loss per Common Share                                                                 (0.00)                     (0.00)

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                       Three Months
                                                                                    Ended February 28,
                                                                               2000                     1999
                                                                               ----                     ----
<S>                                                                             <C>                      <C>
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                          $(1,677)                  $ (142)
     Depreciation
     (Decrease) Increase in Accounts Payable                                      1,000                   (9,000)
     (Decrease) Increase in Accrued Expenses
     (Increase) Decrease in Other Assets
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            -------------

Net Cash Flows Used for Operating Activities                                       (677)                  (9,142)

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                                      31,000
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            -------------

Net Cash (Used by) From Investing Activities                                          -                   31,000

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                          3,000                  (25,175)
     Sale of Common Stock                                                        (1,000)
     Sale of Treasury Stock
                                                                           -------------            -------------

Total Cash from (Used by) Financing Activities                                    2,000                  (25,175)

Increase (Decrease) in Cash                                                       1,323                   (3,317)
                                                                                                          -------

Cash and Cash Equivalents - Beginning of Period                                   1,838                   4,091
                                                                                                          -----

Cash and Cash Equivalents - end of Period                                         3,161                      774
                                                                           =============            =============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                       Three Months
                                                                                    Ended February 28,
                                                                               2000                     1999
                                                                               ----                     ----
<S>                                                                             <C>                      <C>
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                          $(1,677)                  $ (142)
     Depreciation
     (Decrease) Increase in Accounts Payable                                      1,000                   (9,000)
     (Decrease) Increase in Accrued Expenses
     (Increase) Decrease in Other Assets
     (Increase) Decrease in Accounts Receivable
                                                                           -------------            -------------

Net Cash Flows Used for Operating Activities                                       (677)                  (9,142)

Cash Flows from Investing Activities
     (Purchase) Sale of Fixed Assets                                                                      31,000
     (Purchase) Sale of Note Receivable
     (Purchase) Sale of Investment
                                                                           -------------            -------------

Net Cash (Used by) From Investing Activities                                          -                   31,000

Cash Flows from Financing Activities
     Increase (Decrease) in Note Payable                                          3,000                  (25,175)
     Sale of Common Stock                                                        (1,000)
     Sale of Treasury Stock
                                                                           -------------            -------------

Total Cash from (Used by) Financing Activities                                    2,000                  (25,175)

Increase (Decrease) in Cash                                                       1,323                   (3,317)
                                                                                                          -------

Cash and Cash Equivalents - Beginning of Period                                   1,838                   4,091
                                                                                                          -----

Cash and Cash Equivalents - end of Period                                         3,161                      774
                                                                           =============            =============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                       NELX, INC.
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                    February 28, 1999

                                                    Common Stock                Additional
                                                                                Paid - In         Accumulated
                                            # of Shares         Amount           Capital            Deficit
                                         ------------------------------------------------------------------------
<S>                                             <C>                 <C>            <C>              <C>
Balance at May 31, 1995                         10,437,581          $ 1,044        $ 5,195,578      $ (1,119,758)

Issuance of Common Stock
  for Cash                                       1,520,100              152            382,086

Issuance of Common Stock
  for Services Rendered                          4,058,619              406            917,520

Issuance of Common Stock
  for Assets acquired or Reduction
  in Liabilities                                 2,931,000              293            688,596

May 31, 1996 - Net Loss                                                                               (2,903,569)
                                         ------------------------------------------------------------------------

Balance at May 31, 1996                         18,947,300            1,895          7,183,780        (4,023,327)

Issuance of Common Stock
  for Cash                                         185,280               19              9,245

Issuance of Common Stock
  for Services Rendered                          6,344,462              634            248,137

May 31, 1997 - Net Loss                                                                               (4,093,083)
                                         ------------------------------------------------------------------------

Balance at May 31, 1997                         25,477,042            2,548          7,441,162        (8,116,410)

Issuance of Common Stock
  for Cash                                      20,875,000            2,087             24,813

May 31, 1998 - Net Loss                                                                                 (184,932)
                                         ------------------------------------------------------------------------

Balance at May 31, 1998                         46,352,042            4,635          7,465,975        (8,301,342)

Sale of Treasury Stock
  for Cash                                                                             158,000

Prior Year Adjustment                                                                                    635,156

February 28, 1999 Net Loss                                                                               (12,028)
                                         ------------------------------------------------------------------------

Balance at February 28, 1999                    46,352,042            4,635          7,623,975        (7,678,214)
                                         ========================================================================

</TABLE>


<PAGE>



                                     ITEM 2.

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


Results of Operations  for nine month period ended February 28, 2000 compared to
same period in 1999.

The Company has  experienced  continuing  operating  expenses for the nine month
period of $7,593  compared to $12,903 in the same period in 1999.  The  revenues
for the period totaled $0 from oil and gas operations  compared with $0 for same
period in 1999.  Miscellaneous revenues were none in the period in 2000 and $875
in 1999. The Company recorded net loss of ($7,593) for the period as compared to
($12,028)  for the same  period in  fiscal  year  1999.  The  Company  losses on
operations will continue until income from any operations can be achieved. While
the Company is seeking  capital  sources for  investment,  there is no assurance
that  sources can be found.  The Company has no revenues and has no other income
except miscellaneous.

Results of  Operations  for the three  month  period  ended  February  28,  2000
compared to same period in 1999.

         The Company has experienced continuing operating expenses for the three
month  period of $1,677  compared  to  $1,017  in the same  period in 1999.  The
revenues from operations for the period were $0 compared with $0 for same period
in 1999.  In the three month  period in 2000,  the Company had no  miscellaneous
income compared to $875 in miscellaneous  income in 1999. The Company recorded a
net loss of  ($1,677)  for the period as  compared  to ($142) net income for the
same period in fiscal year 1999. The Company losses on operations  will continue
until income from any operations  can be achieved.  While the Company is seeking
capital sources for investment, there is no assurance that sources can be found.
The Company has no revenues and has no other income except miscellaneous.

Liquidity and Capital Resources

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

Analysis of Financial Condition

         At  February  29,  2000,  there  were  current  liabilities  payable of
$96,905.  The  Company  had no source of  income.  Long term debt was none.  The
Company had, at period end, $3,161 in current assets, and the deficit in current
assets to current debts and liabilities was ($93,744).

<PAGE>

                                    PART II

                                OTHER INFORMATION

         Item 1.  Legal proceedings - None.

         Item 2.  Changes in securities - None.

         Item 3. Defaults upon senior securities - None.

         Item 4. Submission of matters to a vote of security holders - None.

         Item 5.  Other information - None.

         Item 6.  Exhibits and reports on Form 8-K

                           (a)      The  following are filed as Exhibits to this
                                    Quarterly  Report.  The numbers refer to the
                                    Exhibit Table of Item 601 of Regulation S-K:
                                      None.

                           (b)      Reports  on Form 8-K filed  during the three
                                    months    ended     February    29,    2000:
                                    (incorporated by reference)
                                      None.



<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            NELX, Inc.
                                            (Registrant)



Date:  April 21, 2000                       /s/ Charles L. Stout
                                            ------------------------------------
                                            Charles L. Stout, President