UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended July 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-28307
NESCO INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 13-3709558
(State or other jurisdiction of (State or I.R.S. Employer
incorporation of organization) Identification Number)
305 Madison Avenue, Suite 4510
New York, New York
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(Address of principal executive offices)
10165
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(Zip Code)
(212) 986-0886
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(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
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Class Outstanding at October 18, 2004
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Common Stock 19,127,105
PART II- OTHER INFORMATION
Item 6. - Exhibits And Reports on Form 8-K.
(A) Exhibits:
3.1 Amendment to Certificate of Designations Series A Preferred Stock.
3.2 Amendment to Certificate of Designations Series B Preferred Stock.
10.1 Stock Purchase and Assumption Agreement dated as of May 13, 2004, as
amended between Registrant and Nac Calabria Acquisition Corporation
10.2 Accounts Receivable Transfer Agreement dated as of May 28, 2004
between Registrant and the NAC Entities.
10.3 Employment Agreement between Registrant and Matthew Harriton dated as
of May 19, 2004.
10.4 Stock Option Agreement between Registrant and Matthew Harriton dated
as of May 25, 2004.
Exhibit 31- Certification of Principal Executive and Financial Officer
pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 32 - Certification of Principal Executive and Financial Officer
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
(B) Reports on Form 8-K:
Current Reports on Form 8-K filed during the quarter ended July 31, 2004
and the subsequent interim period ended October 18, 2004 are as follows:
-- Report on Form 8-K, filed with the SEC on June 9, 2004, announcing the
completion of the transactions contemplated by the Share Exchange
Agreement and a Change of Address under Items 1, 2 and 5, Changes in
Control of Registrant, Acquisition or Disposition of Assets and Other
Events, respectively.
-- Report on Form 8-K/A, filed with the SEC on August 9, 2004 to amend
the Report 8-K filed with the SEC on June 9, 2004 to provide the
required financial information under Item 7 (a) and (b).
-- Report on Form 8-K filed with the SEC on August 27, 2004 announcing
the unregistered sales of equity securities under Item 3.02 under a
Securities Purchase Agreement with Ocean Drive Holdings, LLC for the
issuance of 8% senior convertible promissory notes and warrants.
-- Report on Form 8-K, filed with the SEC on October 6, 2004, announcing
the change in registrant's certifying accountant under Item 4.01,
announcing the unregistered sales of additional equity securities
under Item 3.02 under a Securities Purchase Agreement with Ocean Drive
Holdings, LLC for the issuance of 8% senior convertible promissory
notes and warrants previously reported on August 27, 2004, and
announcing the election of a new Director under Item 5.02.
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Signatures
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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 there unto duly authorized.
NESCO INDUSTRIES, INC.
By: /s/ Matthew L. Harriton
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Matthew L. Harriton
President and Chief
Executive Officer
By: /s/ Karen Nazzareno
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Karen Nazzareno
Chief Financial Officer
Dated: April 25, 2005
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