SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM 8-K

                                 CURRENT REPORT

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

                        Date of Report: December 5, 2004
                        (Date of earliest event reported)

                             NESCO INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



     Nevada                      000-28307               13-370955
     ------                      ---------               ---------
(State or other                 (Commission             IRS Employer
jurisdiction of                 File Number)           Identification
  incorporation)                                           Number)


   305 Madison Avenue, New York, NY                        10165
   --------------------------------                        -----
(Address of principal executive office)                  (Zip code)

Registrant's telephone number including area code      (212) 986 0886

                _________________________________________________
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

[ ] Pre-commencement  communications  pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)




Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors:
          Appointment of Principal Officers.


     Effective December 5, 2004 the Board of Directors of Nesco Industries, Inc.
elected Gene E. Burelson, Wayne M. Celia, Geoffrey Donaldson, Joel S. Kanter and
Arlen Reynolds to serve as new members of the Board of Directors joining Messrs.
Matthew Harriton and Richard Selinfreund.

Messrs.  Burelson,  Celia and Kanter will serve on the Audit Committee.  Messrs.
Burelson,  Reynolds and Selinfreund  will serve on the  Compensation  Committee.
Messrs. Celia, Harriton and Kanter will serve on the Governance Committee.


                                   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 hereunto duly authorized.

                                          Nesco Industries, Inc.
Date: December 9, 2004
                                          By: /s/Matthew L. Harriton
                                          --------------------------
                                          Matthew L. Harriton
                                          Chief Executive Officer