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: January 31, 2003
----------------------------
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] 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
Full name of registrant: Nesco Industries, Inc.
---------------------------------
Former name if applicable
- --------------------------------------------------------------------------------
Address of principal executive office (Street and number)
22-09 Queens Plaza North
- --------------------------------------------------------------------------------
City, state and zip code Long Island City, NY 11101
---------------------------------
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
[X] | 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 unavailability of a key employee due to medical reasons, among
other things, has impaired the Company's ability to file its quarterly report on
Form 10-QSB for the fiscal quarter ended January 31, 2003 within the prescribed
time period. The Company believes it will file its quarterly report on or before
the fifth calendar day following the prescribed due date.
- -----------------------
* This Amendment restates in its entirety the explanation in response to Part
IV, Item 3, to reflect the increase in the net loss available to common
shareholders in the three months ended January 31, 2003, due to the fact that
the Company recorded an impairment of $416,952 for goodwill.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Vlad Tinovsky, Esquire 215 851-8481
---------------------------------------------------------------------------
(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?
[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.
Explanation: For the three months ended January 31, 2003, revenues declined
to $1,004,995 and the net loss available to common shareholders increased to
$574,966, as compared with revenues of $2,640,623 and a net profit available to
common shareholders of $19,301 in the comparable period in the prior fiscal
year.*
NESCO Industries, 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: March 21, 2003 By /s/ Michael J. Caputo
---------------------------
Michael J. Caputo,
President
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, D.C. 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 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.