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: February 14, 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)



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

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)




<PAGE>

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

     The Company was not able to raise the necessary capital for funding the re-
engineering  of the  Aerosearch  product.  An agreement has been reached so that
NELX will receive 20% of the stock  ownership of Mind 2 Market,  Inc.  (formerly
NELX  Marketing,  Inc.)  and  Mind 2  Market  will  attempt  to  capitalize  the
manufacture of the product.

     The  Company  has  entered  into  a  stock  exchange   agreement  with  the
Shareholders of Lincoln Aztec Corp.  ("LAC"),  of Denver,  Colorado,  NELX, Inc.
("NELX") to acquire 100% of LAC for 33,500,000 shares of NELX common stock. (see
Item 5 below)

     This will  constitute  approximately  51% of the total  outstanding  common
stock after the transaction based upon the stock currently outstanding.  The LAC
agreement provides for appointment of 3 additional directors as LAC designees.

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

     The Provo,  Utah  building and the Denver,  Colorado  Three-plex  have been
foreclosed because of lack of operating capital.  The company will sustain a net
capital  loss of  approximately  $300,000 as a result,  and total assets will be
reduced by approximately $600,000.

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

         None.

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

         None.

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

     The  Company  has  entered  into  a  stock  exchange   agreement  with  the
Shareholders  of Lincoln Aztec Corp.  ("LAC"),  of Denver,  Colorado.  Under the
terms of the  Agreement  NELX,  Inc.  would  acquire 100% of LAC for  33,500,000
shares of NELX common stock.  LAC has 120,000 +/- acres of oil and gas leases of
indeterminate value which is being investigated at the present time.

     Approximately $500,000 to be provided by LAC will be used to acquire Powers
Elevation  Co.,  Inc., a 48 year old company with over  $2,000,000  annual gross
revenues and in excess of $1,000,000 in assets.

     Powers Elevation Co., Inc. has served the energy industry for over 48 years
by providing  well site surveys and  elevations  and has an extensive data bank.
Powers  Elevation Co., Inc. has branched out into the  environmental  evaluation
area to expand its business base.


<PAGE>

Item 6.  Resignation of Directors
         ------------------------

         None.

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

         Financials - None at this time. Audits are currently under way.

Exhibits
--------

         Agreement and Plan of Reorganization

         Binding Letter of Intent

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: February 14, 1997           NELX, Inc.


                                  By:  /S/  WESLEY F. WHITING
                                       ----------------------------------------
                                           Wesley F. Whiting, President
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{"company-data": {"conformed-name": "NELX INC", "cik": "0000857501", "assigned-sic": "1381", "irs-number": "840922335", "state-of-incorporation": "KS", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21210", "film-number": "97536975"}, "business-address": {"street1": "10200 W 44TH AVE STE 400", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033", "phone": "3034229497"}}
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: February 14, 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)

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

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)
Item 1.  Changes in Control of Registrant
         --------------------------------

     The Company was not able to raise the necessary capital for funding the re-
engineering  of the  Aerosearch  product.  An agreement has been reached so that
NELX will receive 20% of the stock  ownership of Mind 2 Market,  Inc.  (formerly
NELX  Marketing,  Inc.)  and  Mind 2  Market  will  attempt  to  capitalize  the
manufacture of the product.

     The  Company  has  entered  into  a  stock  exchange   agreement  with  the
Shareholders of Lincoln Aztec Corp.  ("LAC"),  of Denver,  Colorado,  NELX, Inc.
("NELX") to acquire 100% of LAC for 33,500,000 shares of NELX common stock. (see
Item 5 below)

     This will  constitute  approximately  51% of the total  outstanding  common
stock after the transaction based upon the stock currently outstanding.  The LAC
agreement provides for appointment of 3 additional directors as LAC designees.

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

     The Provo,  Utah  building and the Denver,  Colorado  Three-plex  have been
foreclosed because of lack of operating capital.  The company will sustain a net
capital  loss of  approximately  $300,000 as a result,  and total assets will be
reduced by approximately $600,000.

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

         None.

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

         None.

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

     The  Company  has  entered  into  a  stock  exchange   agreement  with  the
Shareholders  of Lincoln Aztec Corp.  ("LAC"),  of Denver,  Colorado.  Under the
terms of the  Agreement  NELX,  Inc.  would  acquire 100% of LAC for  33,500,000
shares of NELX common stock.  LAC has 120,000 +/- acres of oil and gas leases of
indeterminate value which is being investigated at the present time.

     Approximately $500,000 to be provided by LAC will be used to acquire Powers
Elevation  Co.,  Inc., a 48 year old company with over  $2,000,000  annual gross
revenues and in excess of $1,000,000 in assets.

     Powers Elevation Co., Inc. has served the energy industry for over 48 years
by providing  well site surveys and  elevations  and has an extensive data bank.
Powers  Elevation Co., Inc. has branched out into the  environmental  evaluation
area to expand its business base.
Item 6.  Resignation of Directors
         ------------------------

         None.

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

         Financials - None at this time. Audits are currently under way.

Exhibits
--------

         Agreement and Plan of Reorganization

         Binding Letter of Intent

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: February 14, 1997           NELX, Inc.

                                  By:  /S/  WESLEY F. WHITING
                                       ----------------------------------------
                                           Wesley F. Whiting, President