SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                                 Amendment No. 1

                                                       SEC File Number 000-28307

                           NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB     [ ] Form 11-K     [ ]Form 20-F
                 [X] Form 10-Q and Form 10QSB      [ ]Form N-SAR

         For Period Ended: July 31, 2001
                           -----------------------------------------------------

|_|  Transition Report on Form 10-K         |_|  Transition Report on Form 10-Q
|_|  Transition Report on Form 20-F         |_|  Transition Report on Form N-SAR
|_|  Transition Report on Form 11-K

    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

Full name of registrant:               Nesco Industries, Inc.
                         -------------------------------------------------------
Former name if applicable

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Address of principal executive office  (Street and number)
22-09 Queens Plaza North
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City, state and zip code              Long Island City, NY 11101
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                                     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 box if appropriate.)

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

        (b) The subject annual report, semi-annual report, transition report on
        Form 10-K, 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, 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

    The events that unfolded in New York City and elsewhere on September 11,
2001, in addition to other factors, continue to hamper and delay the Company's
ability to coordinate with its accountants and file its quarterly report on Form
10-Q for the fiscal quarter ended July 31, 2001. The Company expects to file its
quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2001 on or
before the tenth calendar day following the prescribed due date.







                                     PART IV
                                OTHER INFORMATION

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

Gary A. Miller, Esq                            215                851-8472
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      (Name)                               (Area Code)       (Telephone Number)

    (2) Have all other periodic reports required under Section 13 or 15(d) of
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?

                                                              Yes       X  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.


                             Nesco Industries, Inc.
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                  (Name of Registrant as Specified in Charter)

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


Date September 19, 2001               By /s/ Larry S. Polan
     ------------------                  ---------------------------------------
                                         Larry S. Polan, Chief Financial Officer


        Instruction. The form may be signed by an executive officer of the
    registrant or by any other duly authorized representative. The name and
    title of the person signing the form shall be typed or printed beneath the
    signature. If the statement is signed on behalf of the registrant by an
    authorized representative (other than an executive officer), evidence of the
    representative's authority to sign on behalf of the registrant shall be
    filed with the form.

                                    ATTENTION

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

                              GENERAL INSTRUCTIONS

    1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.

    2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of the public record in the Commission files.

    3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

    4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

    5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.