NELX INC
NT 10-K, 1997-08-15
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                               
                                                                       

(Check One)

[X] Form 10-K and Form 10-KSB       [ ] Form 11-K
[ ] Form 20-F     [ ] Form 10-Q and Form 10-QSB      [ ] Form N-SAR

         For period ended         May 31, 1997
                              -------------------

[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition  Report on Form 11-K
[ ] Transition  Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR

         For the transition period ended
                                         ---------------------------------

  Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


                                     PART I
                             REGISTRANT INFORMATION


                                   NELX, Inc.
- --------------------------------------------------------------------------------
                            Full name of registrant
                                  
- --------------------------------------------------------------------------------
                            Former name if applicable
                              

                           10200 W. 44th Ave., #400
- --------------------------------------------------------------------------------
            Address of principal executive office (Street and Number)


                              Wheat Ridge, CO 80033
- --------------------------------------------------------------------------------
                            City, State and Zip Code

<PAGE>

                                     PART II
                             RULE 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box).

          (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;

  [X}     (b)  The subject annual report,  semi-annual report, transition report
               on Forms  10-K,  10-KSB,  20-F,  11-K or Form  N-SAR,  or portion
               thereof  will  be  filed  on or  before  the  15th  calendar  day
               following  the  prescribed  due date;  or the  subject  quarterly
               report or  transition  report on Form  10-Q,  10-QSB,  or portion
               thereof  will be  filed  on or  before  the  fifth  calendar  day
               following the prescribed due date; and

          [(c) The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.


PART III NARRATIVE

         State below in  reasonable  detail the reasons why Forms 10-K,  10-KSB,
11-K, 20-F, 10-Q,  10-QSB,  N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

Form 10-KSB for NELX,  Inc. could not be filed within the prescribed  period due
to real estate  properties  which were deeded to lenders in lieu of  foreclosure
due to defaults on notes and mortgages.




<PAGE>

PART IV - OTHER INFORMATION

         (1)  Name and telephone number of person to contact in regard to this
notification.

    Wesley F. Whiting                 (303)                  422-9497
- --------------------------------------------------------------------------------
        (Name)                      (Area Code)         (Telephone Number)

         (2) Have all other periodic  reports required under Section 13 or 15(d)
or the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                        [x] Yes        [ ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                        [x] Yes        [ ] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

The  Registrant  is  writing  off  Real  Estate   investments  of  approximately
$1,200,000.  The properties  are being written off due to loss from  foreclosure
and deeds in lieu of foreclosure.



                                   NELX, Inc.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

         Has  caused  this  notification  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


Date August 14, 1997               By: /s/  Wesley F. Whiting
    ------------------                ------------------------------------------
                                            Wesley F. Whiting, President

                                    ATTENTION

            Intentional misstatements or omissions of fact constitute
               Federal criminal violations (see 18 U.S.C. 1001).




                         MICHAEL B. JOHNSON & Co., P.C.

                          (A Professional Corporation)

                          Certified Public Accountants

                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                                         (303) 796-0099
Member:  A.I.C.P.A
Colorado Society of C.P.A.'s



August 14, 1997

RE:  NELX, Inc.

To Whom It May Concern

We are the auditors for NELX,  Inc. and have audit  procedures  underway for the
fiscal year May 31,  1997.  The Company has elected to write-off  selected  real
estate   activities   and  delays  have  occurred  in  obtaining  the  necessary
information to complete the write-offs.


                                           
                                        /s/  MICHAEL B. JOHNSON
                                       -------------------------------
                                       Michael B. Johnson & Co., P.C.
                                       Denver, CO








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