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: December 12, 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 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
     Appointment of Principal Officers.

     On December 12, 2005,  Mr. Richard  Selinfreund  resigned his position as a
     director of  registrant.  On December  19,  2005,  Mr.  Geoffrey  Donaldson
     resigned his  position as a director of the  registrant.  The  resignations
     have been accepted.




                                   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: December 20, 2005