As filed with the Securities and Exchange Commission on December 13, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB12G/A
AMENDMENT NO. 1 TO
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
NESCO INDUSTRIES , INC
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(Name of Small Business Issuer in its charter)
Nevada 13-3709558
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
570 Lexington Avenue, Third Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 212/829-0880 (telecopier 212/829-8895)
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Securities to be registered under Section 12(b) of the Act: None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
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MENDELSOHN KARY BELL & NATOLI LLP
Certified Public Accountants
1633 Broadway
New York, NY 10019
212-246-3220
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
NESCO Industries, Inc.
We have audited the accompanying consolidated balance sheet of NESCO Industries,
Inc. and subsidiaries as of April 30, 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for the two years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of NESCO Industries,
Inc. and subsidiaries as of April 30, 1999, and the results of their operations
and cash flows for each of the two years ended April 30, 1999, in conformity
with generally accepted accounting principles.
s/ Mendelsohn Kary Bell & Natoli LLP
New York, New York
July 27, 1999
22
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SIGNATURES
In accordance with Section 12(g) of the Securities Exchange Act of 1934,
the registrant caused this amendment to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, this 13th day of
December, 1999.
NESCO INDUSTRIES, INC.
By: s/ Santo Petrocelli, Sr.
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SANTO PETROCELLI, SR., President
and Chief Executive Officer
By: s/ Lawrence S. Polan
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LAWRENCE S. POLAN, Chief Financial Officer
