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 (Date of earliest event reported) June 15, 2000
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NESCO INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-28307 13-3709558
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12-12 43rd Avenue, Long Island City, NY 11101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 718/937-5333
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570 Lexington Avenue, Third Floor, New York, NY 10022
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(Former name or former address, if changed since last report)
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Item 5. Changes in Registrant's Certifying Accountant
Mendelsohn Kary Bell & Natoli LLP ("MKB&N") declined to stand for reappointment
as auditors for our fiscal year ended April 30, 2000. While MKB&N had informally
informed us of its desire not to stand for re-election and assisted us in
engaging new auditors, MKB&N did not formally advise us of its decision until
June 26, 2000.
MKB&N's reports on our financial statements for the preceding two fiscal years
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During our past two fiscal years and the interim periods preceding MKB&N's
election not to stand for re-election, we had no disagreements with MKB&N of the
nature required to be reported under Item 304(a)(1)(iv) of Regulation S-K, and
no events of the nature required to be reported under Item 304(a)(1)(v) of
Regulation S-K occurred.
Effective June 15, 2000, we have engaged Grant Thornton LLP as our auditors.
During the past two fiscal years, we have had no consultations with Grant
Thornton concerning: (a) the application of accounting principles to a specific
transaction or the type of opinion that might be rendered on our financial
statements as to which a written report was provided to us or as to which we
received oral advice that was an important factor in reaching a decision on any
accounting, auditing or financial or reporting issue; or (b) any disagreements,
as defined in Item 304(a)(1)(iv) of Regulation S-K; or (c) a reportable event,
as described in Item 304(a)(1)(v) of Regulation S-K.
Our Board of Directors has approved the engagement of Grant Thornton LLP as our
auditors to replace MKB&N.
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements
None.
(c) Exhibits
Exhibit Exhibit Title
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16 Letter dated June 28, 2000, from Mendelsohn Kary Bell &
Natoli LLP re change in certifying accounts
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NESCO INDUSTRIES, INC.
Dated: June 28, 2000 By: /s/ Lawrence S. Polan
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Lawrence S. Polan,
Chief Financial Officer
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Exhibit 16
MENDELSOHN KARY BELL & NATOLI LLP
CERTIFIED PUBLIC ACCOUNTANTS
1633 BROADWAY
NEW YORK, NY 10010
212 245-3220
June 28, 2000
U.S. Securities and Exchange Commission
450 5th Street, Northwest
Washington, D.C. 20549
Re: Nesco Industries, Inc.
8K Filing
File No. 000-28307
Dear Sirs:
We have been provided with a copy of the Company's most recent form 8K proposed
to be filed in connection with its change of independent auditors.
We concur with all of the disclosures provided by Nesco Industries, Inc. in
response to item 304(a).
Very truly yours,
MENDELSOHN KARY BELL & NATOLI LLP
/s/ Vance E. Natoli
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Vance E. Natoli
