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 27, 2004
                        (Date of earliest event reported)

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



     Nevada                    000-28307                13-3709558
     ------                    ---------                ----------
     (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 1.01 Entry into a Material Definitive Agreement

     On December 27, 2004,  the  Registrant  entered into a definitive  material
agreement with Vyteris, Inc., a Delaware corporation with its principal place of
business at 13-01 Pollitt Drive, Fair Lawn, NJ 07410 (Vyteris).

     The  agreement,  which is for an initial  term of 5 years and  provides for
automatic 1 year renewals unless otherwise  terminated by the parties,  provides
for  Registrant  to  provide a  significant  portion  of its  current  output of
hydrogel sheets to Vyteris on a scheduled basis.

     There is no material  relationship  between the Registrant or it affiliates
and Vyteris other than in respect to the agreement.







                                   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  aby the
undersigned hereunto duly authorized.

                                 Nesco Industries, Inc.
Date: December 29, 2004
                                 By: /s/ Matthew L. Harriton
                                     -----------------------

                                 Matthew L. Harriton
                                 Chief Executive Officer