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: July 1, 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 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.  After due
diligence was completed, the Board voted to terminate further negotiations. Both
parties agreed and signed a termination.


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

     Disposition  of land 5 acres at 104th and York Street,  Thornton,  Colorado
and 5 acres at 120th and Wadsworth,  Broomfield, Colorado have been Quit-Claimed
in lieu of  foreclosure  to the  Lenders due to NELX's  defaults on notes.  This
removes $400,000 in liability from NELX's books and reduces assets by $800,000.

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

     None.

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

     None.

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

     Shares were issued to Board of Directors  for past  services for which they
were not paid in the following amounts:

                         500,000 shares to each Director

                             Grant I. Gaeth and Reed L. Clayson

                        1,000,000 shares to the President

                             Wesley F. Whiting

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

     None.

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: July 1, 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": "97636838"}, "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: July 1, 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 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.  After due
diligence was completed, the Board voted to terminate further negotiations. Both
parties agreed and signed a termination.

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

     Disposition  of land 5 acres at 104th and York Street,  Thornton,  Colorado
and 5 acres at 120th and Wadsworth,  Broomfield, Colorado have been Quit-Claimed
in lieu of  foreclosure  to the  Lenders due to NELX's  defaults on notes.  This
removes $400,000 in liability from NELX's books and reduces assets by $800,000.

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

     None.

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

     None.

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

     Shares were issued to Board of Directors  for past  services for which they
were not paid in the following amounts:

                         500,000 shares to each Director

                             Grant I. Gaeth and Reed L. Clayson

                        1,000,000 shares to the President

                             Wesley F. Whiting

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

     None.

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: July 1, 1997                      NELX, Inc.

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