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 13, 2005
(Date of earliest event reported)
NESCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-28307 13-3709558
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(State or other (Commission (IRS Employer
jurisdiction of Incorporation) File Number) Identification No.)
305 Madison Avenue, New York, NY 10165
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (212) 808-0607
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_________________________________________________
(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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) The registrant's chief financial officer and chief executive officer
concluded on December 13, 2005 that the consolidated financial statements of
registrant for the year ended April 30, 2005 set forth in the registrant's
annual report on Form 10-KSB for the year ended April 30, 2005, and the
consolidated financial statements of registrant for the three months ended July
31, 2005 as set forth in the registrant's quarterly report on Form 10-QSB for
the three months ended July 31, 2005 should no longer be relied upon.
The basis for the conclusion is that the consolidated financial statements
referred to above include a line item on the consolidated balance sheet,
$712,500 of deferred stock issuance costs for a stock issuance to Cornell
Capital Partners, LP, which registrant believes it must now expense as it has
withdrawn its registration statement covering the shares that would have been
issued to Cornell Capital Partners, LP. The issuance of the shares was dependent
on the effectiveness of the registration statement that the registrant has
withdrawn. Thus, the deferred issuance costs should be treated as an expense .
The registrant's chief financial officer has discussed with registrant's
independent accountants the matters disclosed in this filing pursuant to this
Item 4.02(a).
(b) On December 13, 2005, the registrant's independent registered public
accounting firm advised the registrant that disclosure should be made that the
registrant's consolidated financial statements for the year ended April 30,
2005, as set forth in the registrant's annual report on Form 10-KSB for the year
ended April 30, 2005, and for the three months ended July 31, 2005, as set forth
in the registrant's quarterly report on Form 10-QSB for the three months ended
July 31, 2005, should no longer be relied upon. The basis for the advice was
that the consolidated financial statements included, as an item on the balance
sheet, $712,500 of deferred stock issuance costs for the proposed issuance of
shares to Cornell Capital Partners LP, and that including such deferred costs on
the consolidated balance sheet was no longer appropriate. The issuance of shares
was dependent on the effectiveness of the registration statement that the
registrant has withdrawn. Thus, the deferred issuance costs should be treated as
an expense. In addition, the registrant's chief financial officer discussed with
the registrant's independent registered public accounting firm the advice
referred to in this filing in response to this Item 4.02(b).
(c) The registrant has requested its independent registered public
accounting firm to furnish to the registrant as promptly as possible a letter
addressed to the commission stating whether the independent registered public
accounting firm agree with the statements made by the registrant in response to
this Item 4.02 and, if not, stating the respects in which it does not agree.
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
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Matthew L. Harriton
Chief Executive Officer
Date: December 21, 2005