SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                         Date of Report: October 3, 2005
                        (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 Incorporation)    File Number)        Identification No.)


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

Registrant's telephone number including area code         (212) 808-0607



                _________________________________________________
          (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 (17 CFR 240.14d-2b)

[ ] 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 October 3, 2005, our subsidiary  Hydrogel Design Systems,  Inc.  ("HDS")
entered into an agreement with a subsidiary of HH Brown Shoe Company, H.H. Brown
Shoe Technologies Inc. d/b/a Dicon Technologies ("Dicon").  The agreement grants
HDS the exclusive rights to manufacture  Dicon's patented  hydrophilic  urethane
foam products,  polyurethane gels and moisture managed foam footwear inserts and
to  distribute,  along with Dicon,  these  products in North  America.  HDS will
purchase certain equipment from Dicon in order to meet the  manufacturing  needs
under the contract.  Products to be  manufactured  under this  agreement will be
sold for use in cosmetic, medical, and household markets including the foot-care
market under the brand name DRYZ(R).





                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has caused this report to be signed on its behalf by the  undersigned
hereunto duly authorized.






                              Nesco Industries, Inc.



                              By: /s/  Matthew L. Harriton
                                 -------------------------
                              Matthew L. Harriton
                              Chief Executive Officer

Date: October 7, 2005