Form 12b-25. - NOTIFICATION OF LATE FILING
                                   FORM 12b-25
                                                                 SEC FILE NUMBER
                                                                       000-28307


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Check One):   Form 10-K      Form 20-F    Form 11-K    X Form 10-Q   Form N-SAR
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   For Period Ended:         January 31, 2006
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   [  ]  Transition Report on Form 10-K
   [  ]  Transition Report on Form 20-F
   [  ]  Transition Report on Form 11-K
   [  ]  Transition Report on Form 10-Q
   [  ]  Transition Report on Form N-SAR

   For the Transition Period Ended:
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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commissions has
                   verified any information contained herein.
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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:
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PART I -REGISTRANT INFORMATION

Nesco Industries, Inc.
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Full Name of Registrant:

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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)
305 Madison Avenue
New York, New York 10165
City, State and Zip Code

PART II - Rules 12b.25(b) AND 9c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     X    (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;

     X    (b)  The subject annual report,  semi-annual report, transition report
               on Form 10- K, Form 20-F,  ll-K, Form N-SAR, or portion  thereof,
               will be filed on or before the  fifteenth  calendar day following
               the  prescribed  due date;  or the  subject  quarterly  report or
               transition  report on Form 10-Q, or portion thereof will be filed
               on or before the fifth  calendar day following the prescribed due
               date; and

          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed):

Additional  time is  needed  to  complete  the  preparation  and  review  of the
quarterly report for the quarter ended January 31, 2006.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

         Matthew Harriton               212                         808 0607
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              (Name)               (Area Code)                (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). Yes X No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
     While our quarterly  closing is not  complete,  losses in general have been
     less in the  current  year  due to  lower  charges  related  to  financing.
     However, losses reported will still be substantial.

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                  Nesco Industries, Inc.
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                      (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:    March 20, 2006
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By   /s/ Matthew  Harriton,  Chief Executive  Officer  (principal  executive and
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     financial officer)
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION
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     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)