SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report:  October 27, 1997


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



     Kansas                         0-21210                      84-0922335
     ------                         -------                      ----------
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)



Rt #1, Box 4J, Bridgeport, West Virginia             26330
----------------------------------------             -----
(New address of principal executive offices)      (Zip Code)

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


10200 W. 44th Ave., #400, Wheat Ridge, CO            80033
-----------------------------------------            -----
(Former name or former address, if changed since last report.)




<PAGE>



Item 1. Changes in Control of Registrant
----------------------------------------

     On October 9, 1997,  the Board of Directors  accepted an offer from Charles
Stout  to  acquire  20  million  shares  of  common  stock  of  NELX,  Inc.,  in
consideration  for his agreement to contribute  $20,000 in immediate cash and to
contribute such additional funding up to $250,000 to settle accounts payable and
commitments. Subsequently, on October 17, 1997, the initial cash contribution of
$20,000 was made.

     When issued,  the 20 million shares will  represent 46% of the  outstanding
stock of NELX, Inc. as of October 22, 1997.

Item 2. Acquisition or Disposition of Assets
--------------------------------------------

     None

Item 3. Bankruptcy or Receivership
----------------------------------

     None.

Item 4. Changes in Registrants Certifying Accountant
----------------------------------------------------

     None.

Item 5. Other Events
--------------------

     The letter of intent  with the  Shareholders  of Foster Coal  Company,  St.
Louis,  Missouri and NELX,  Inc.  expired on September 29, 1997. By letter dated
October 2, 1997, NELX notified foster Coal that it would not continue the Letter
since negotiations over the terms of the definitive agreement had broken down.

     Charles Stout was appointed President on October 9, 1997.

     Wesley F. Whiting resigned as president and a director on October 9, 1997.

     Harry Bullock was appointed Vice President on October 9, 1997.

Item 6. Appointment of New Directors
------------------------------------

     Charles  Stout was  appointed a director of the  corporation  on October 9,
1997. Ken Curry was appointed to the Board of Directors on October 9, 1997.

Item 7. Financial Statements Pro Forma Financial & Exhibits
-----------------------------------------------------------

     Financials - None at this time.




<PAGE>


Exhibits

     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.

Date: October 27, 1997                 NELX, Inc.


                                       By: /s/ Harry Bullock
                                       -----------------------------------------
                                          Harry Bullock, Vice President
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

Date of Report:  October 27, 1997

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

     Kansas                         0-21210                      84-0922335
     ------                         -------                      ----------
(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)

Rt #1, Box 4J, Bridgeport, West Virginia             26330
----------------------------------------             -----
(New address of principal executive offices)      (Zip Code)

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

10200 W. 44th Ave., #400, Wheat Ridge, CO            80033
-----------------------------------------            -----
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
----------------------------------------

     On October 9, 1997,  the Board of Directors  accepted an offer from Charles
Stout  to  acquire  20  million  shares  of  common  stock  of  NELX,  Inc.,  in
consideration  for his agreement to contribute  $20,000 in immediate cash and to
contribute such additional funding up to $250,000 to settle accounts payable and
commitments. Subsequently, on October 17, 1997, the initial cash contribution of
$20,000 was made.

     When issued,  the 20 million shares will  represent 46% of the  outstanding
stock of NELX, Inc. as of October 22, 1997.

Item 2. Acquisition or Disposition of Assets
--------------------------------------------

     None

Item 3. Bankruptcy or Receivership
----------------------------------

     None.

Item 4. Changes in Registrants Certifying Accountant
----------------------------------------------------

     None.

Item 5. Other Events
--------------------

     The letter of intent  with the  Shareholders  of Foster Coal  Company,  St.
Louis,  Missouri and NELX,  Inc.  expired on September 29, 1997. By letter dated
October 2, 1997, NELX notified foster Coal that it would not continue the Letter
since negotiations over the terms of the definitive agreement had broken down.

     Charles Stout was appointed President on October 9, 1997.

     Wesley F. Whiting resigned as president and a director on October 9, 1997.

     Harry Bullock was appointed Vice President on October 9, 1997.

Item 6. Appointment of New Directors
------------------------------------

     Charles  Stout was  appointed a director of the  corporation  on October 9,
1997. Ken Curry was appointed to the Board of Directors on October 9, 1997.

Item 7. Financial Statements Pro Forma Financial & Exhibits
-----------------------------------------------------------

     Financials - None at this time.
Exhibits

     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.

Date: October 27, 1997                 NELX, Inc.

                                       By: /s/ Harry Bullock
                                       -----------------------------------------
                                          Harry Bullock, Vice President