SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 6, 2006
(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.
(c) In response to the registrant's request, on January 6, 2006, Rothstein
Kass & Company, PC, its independent registered public accounting firm, furnished
to the registrant a letter addressed to the Securities and Exchange Commission
stating that the independent accounting firm agrees with the statements made by
the registrant in Item 4.02 of its December 21, 2005 report on Form 8-K as to
non-reliance on the registrant's consolidated financial statements for the year
ended April 30, 2005 and for the three months ended July 31, 2005, contained in
registrant's Annual Report on Form 10K-SB and Quarterly Report on Form 10 Q-SB
for the respective periods.
Exhibits
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(7) Letter dated December 21, 2005 from Rothstein Kass & Company, P.C.,
registrant's independent registered public accounting firm, to the Securities
and Exchange Commission.
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: January 10, 2006