<PAGE>


                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-KSB/A

                                AMENDMENT NO. 2

                                   (Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended April 30, 2000

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from                  to
                                             -----------    ------------

                        Commission file number 000-28307

                             NESCO INDUSTRIES INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                  13-3709558
      ---------------------------------    ---------------------------------
       (State or other jurisdiction        (IRS Employer Identification No.)
     of incorporation or organization)

           22-09 Queens Plaza North, Long Island City, NY     11101
           ----------------------------------------------   ----------
           (Address of principal executive offices)         (Zip Code)

        Registrant's telephone number, including area code 718-752-2400
                                                           ------------

                   Securities registered pursuant to Section
                               12(b) of the Act:

Title of each class                   Name of each exchange on which registered

       None                                              None


          Securities registered pursuant to section 12(g) of the Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past 90
days. Yes  X   No
          ---     ---

Check if there is disclosure of delinquent fliers pursuant to Item 405 of
Regulation S-K contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were: $12,559,925
                                                            -----------

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, at July 31,
2000, was $807,481.

At July 31, 2000, the registrant had 6,614,963 shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format:       Yes       No  X
                                                         ----     ----

Documents incorporated by reference:  None.


<PAGE>


                                TABLE OF CONTENTS

                                     PART I




Item 1.    Description of Business................................       1

Item 2.    Description of Property................................       8

Item 3.    Legal Proceedings......................................       9

Item 4.    Submission of Matters to a Vote of Security Holders....      10


                                     PART II

Item 5.    Market Price of and Dividends on Common
           Equity and Other Shareholder Matters...................      11

Item 6.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations..........      13

Item 7.    Financial Statements...................................      17

Item 8.    Changes in and Disagreements With Accountants..........      17


                                    PART III

Item 9.    Directors, Executive, Officers, Promoters and
           Control Persons; Compliance With
           Section 16(a) of the Exchange Act......................      18

Item 10.   Executive Compensation.................................      19

Item 11.   Security Ownership of Certain
           Beneficial Owners and Management.......................      21

Item 12.   Certain Relationships and Other Transactions...........      23

Item 13.   Exhibits and Reports on Form 8-K.......................      23

           Financial Statements...................................  F-1 to F-25

SIGNATURES .......................................................      24

           Exhibit Index..........................................      25


                                        i
<PAGE>


                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

(a) Business Development:

NESCO Industries, Inc. (hereinafter sometimes referred to as "we" or the
"Company") is principally engaged in providing asbestos abatement services,
indoor air quality monitoring, testing and remediation, and other environmental
services through its wholly-owned subsidiaries, National Abatement Corp., NAC
Environmental Services, Inc. and NAC/Indoor Air Professionals, Inc.

The Company was incorporated in Nevada in March 1993, and was inactive for a
number of years until it acquired National Abatement Corp. and NAC Environmental
Services Corp. in March 1998. National Abatement Corp. ("NAC") was incorporated
in May 1988 to provide asbestos abatement services primarily in the greater
metropolitan New York City area, and today is a full service asbestos abatement
contractor. NAC Environmental Services, Inc., ("NACE") was incorporated in May
1993. It is a provider of environmental services such as subsurface
soils/groundwater remediation, Phase I and Phase II environmental site
assessments and underground storage tank management and remediation.

In June 1999 we formed NAC/Indoor Air Professionals, Inc. ("NAC/IAP") through
which we provide indoor air quality monitoring, testing and remediation
services, primarily in New York, New Jersey and Connecticut. Prior to the
organization of NAC/IAP, we provided limited air quality services through NACE.

(b) Business of the Issuer:

(b)(1) Principal products and services and their markets:

(b)(1)(A). National Abatement Corp.

NAC has expertise in all types of asbestos abatement including removal and
disposal, enclosure (constructing structures around asbestos-containing area)
and encapsulation (spraying asbestos-containing materials with an approved
sealant). Asbestos abatement is principally performed in commercial buildings,
hospitals, government and institutional buildings, universities and industrial
facilities. NAC's revenues in the past three fiscal years ended April 30 were as
follows: 2000 - $10,114,108 (80.1% of total Company revenues); 1999 - $9,819,053
(84.7% of total Company revenues); and 1998 - $11,071,751 (92.3% of total
revenues).

Asbestos is a fibrous mineral found in rock formations around the world that was
used extensively as a construction material and in construction-related products
as a fire retardant and insulating material prior to the early 1970s. Asbestos
also was used as a component in a variety of building materials (such as
plaster, drywall, mortar and building block) and in caulking, tile adhesives,
paint, roofing felts, floor tile and other surfacing materials.


                                        1


<PAGE>


In the early 1970s, it became widely recognized that inhalation or ingestion of
asbestos fibers caused a number of diseases, including asbestosis (a
debilitating pulmonary disease), lung cancer and mesothelioma (a cancer of the
abdominal and lung lining). The Environmental Protection Agency ("EPA") banned
the use of asbestos as a construction material in 1973, and the federal
government subsequently banned the use of asbestos in other building materials
as well. Most structures built before 1973, however, contained asbestos in some
form. The asbestos abatement industry grew rapidly in the 1980s due to
increasing awareness and concern over health hazards associated with asbestos,
legislative action mandating safety standards and requiring abatement in
certain circumstances, and economic pressures on building owners seeking to
satisfy the requirements of financial institutions, insurers and tenants. The
market first leveled off and then declined in the 1990s as building owners and
facilities managers developed containment and management programs and
procedures that were less costly than removal.

NAC provides its services on a project contract basis. Individual projects are
competitively bid, although many requests for bids from private owners are
subject to changes in specifications, additions and other factors with the
result that the final terms are negotiated. The majority of contracts undertaken
are on a fixed price basis with monthly billings based upon percentage of
completion or a schedule of values, less retainage. The lengths of the contracts
are typically less than one year; however, larger projects may require two or
three years to complete. Responsibility for each contract is assigned to a
project manager who coordinates the project until its completion. NAC provides
its asbestos abatement services using a qualified labor force in accordance with
regulatory requirements, contract specifications and operating procedures
manual, which describes worker safety and protection procedures, air monitoring
protocols and abatement methods.

NAC's asbestos abatement operations generally have been concentrated in the
tri-state New York, New Jersey and Connecticut regions. NAC faces formidable
competition in this market, and its margins have declined in recent years. Prior
to last year, NAC had been involved in a joint venture project in Pennsylvania.
NAC is licensed and/or certified in all jurisdictions where required by its
current work in order to conduct its operations. In addition, certain management
and staff members are licensed and/or certified by various governmental agencies
as asbestos abatement supervisors and workers. Disposal of hazardous material is
subcontracted to licensed haulers who transport the material to a licensed
landfill or other disposal facility. A "chain of custody" for the material is
set forth in a waste manifest on which each step in the disposal process is
accounted for.

Since NAC is able to perform asbestos abatement work throughout the year, the
business is not considered seasonal in nature. However, it is affected by the
timing of large contracts.

(b)(1)(B) NAC Environmental Services, Inc.

NAC Environmental Services Corp. is a full service environmental firm with a
focus on remediation, closure and cost effectiveness. NACE's staff consists of
environmental engineers, hydrogeologists, environmental scientists, project
managers and field technicians. NACE has established long term relationships
with many fortune 500 companies, institutional and military organizations.
Services offered by NACE include Phase I, II, and III environmental assessments,
including underground storage tank removals, injection well closures, soil and
groundwater treatment systems, contaminated soil removal and emergency response.

                                        2


<PAGE>


The following is a brief summary of our environmental assessment services:

Phase I: A Phase I site assessment is undertaken to identify potential
environmental concerns at a subject property. The process is non-invasive,
utilizing site visits, historical review, regulatory review, etc. to develop a
competent environmental survey of the subject property.

Phase II: Once an environmental concern has been identified (i.e., an
underground storage tank, evidence of hazardous waste, etc.), a Phase II
assessment or investigation will take place. This investigation could include
drilling, ground penetrating radar, leaching pools sampling, etc. As part of the
investigation, samples are collected and analyzed to determine the presence
and/or absence of contamination.

Phase III: Once contamination is confirmed, an appropriate remedial action plan
is designed and implemented, based upon the nature and severity of the
contamination and the current conditions of the subject property. Remediation
could take place in the form of soil vapor extraction, ground water pump and
treatment systems, and many other options.

In satisfying our customers' needs, NACE generally provides inspection, various
testing services and project planning and management services directly, and
subcontracts with other environmental service providers for such specialized
services as hazardous waste removal, transportation and disposal.

(b)(1)(C) NAC/Indoor Air Professionals, Inc.

NAC/IAP provides indoor air quality testing, monitoring and remediation
services. Upon its organization, NAC/IAP took over the indoor air quality
testing and remediation activities previously conducted by NACE. In July 1999,
operations were expanded by acquiring the name and certain other assets from,
and hiring personnel formerly employed by, a Long Island, New York based air
quality contractor. The acquisition price of $637,860 was paid through the
issuance of common stock valued at $500,000 and cash. The purchase price was
allocated $500,000 to "goodwill", $50,000 to covenants not to compete, and the
balance to other assets.

NAC/IAP offers an integrated approach to indoor air quality (IAQ) issues by
offering investigative services, mechanical hygiene through HVAC system cleaning
and engineering redesign, and microbiological decontamination. IAQ is an
important concern in a wide variety of industries and facilities, including
hospitals and other health care facilities, pharmaceutical and medical device
companies, food manufacturing facilities, cruise ships, commercial and
government office buildings, laboratories, universities, schools and retail
outlets. This concern results from increased awareness of health, mechanical and
fire hazards, related litigation exposure, and compliance with federal and state
IAQ mandates. As a result of increased awareness of IAP as a health issue, terms
such as "Sick Building Syndrome", "Legionnaire's Disease" and "Building Related
Illness" have come into common use.

As a member of the National Air Duct Cleaners Association, NAC/IAP practices
source removal techniques to provide a level of cleaning in compliance with the
Association's 1992-01 industry standard.

                                        3


<PAGE>


NAC/IAP owns and operates the latest in source removal cleaning equipment. Its
present service area includes primarily the New York/New Jersey/ Connecticut
Tri-State area. The Company is aggressively seeking to expand NAC/IAP's service
area to include the entire Atlantic seaboard and Puerto Rico.

(b)(1)(D) Backlog

At April 30, 2000, we had contracts, including contract work in progress,
representing future revenues of approximately $3,862,000. At year end 1999 and
1998, we had contracts pending representing future revenues of approximately
$1,691,000 and $1,325,000, respectively.

(b)(2) Distribution Methods:

We undertake work primarily pursuant to written "fixed price" contracts which
are obtained through competitive bidding, or on a negotiated, non-bid basis.
Work performed in excess of the original contract amount is usually done
pursuant to change order. The incidence of time and material contracts, and unit
price contracts are not significant.

In marketing our services, we rely principally on a Company-employed sales staff
and upon the efforts of our operating and executive management team who
regularly call upon existing and prospective customers. We also utilize a number
of independent sales representatives. As the breadth of the services that we
offer has expanded beyond asbestos abatement to include indoor air quality and
general environmental services, cross selling and cross referrals among its
operating subsidiaries has increased and is emphasized by management to take
advantage of the working relationships which we have developed over the years
with industrial, commercial, engineering and other professional concerns in its
service area.

We supplement our direct sales effort through regular advertising in trade
publications, direct mailings to selected industrial and engineering firms
(e.g., in the IAQ area, to industries that are most affected by IAQ issues),
strategic telemarketing and regular participation in industry conferences and
trade shows.

(b)(3) New Products or Services:

Prior to the organization of NAC/IAP in June 1999, the indoor air quality
segment of our business was not significant. We are now actively promoting that
service segment, and presently expects NAC/IAP to generate approximately 10% of
total Company revenues in the current fiscal year.

(b)(4) Competition:

The environmental services industry is highly competitive and fragmented. We
face competition from local owner-operated service contractors and from national
and regionally based companies that perform a variety of industrial and
environmental services. Competition in this market is based primarily on hourly
rates, productivity, safety, innovative approaches and quality of service. A
substantial portion of work in our service areas is performed pursuant to
contracts obtained through competitive bidding. Among qualified bidders, price
usually is the determining factor.

                                        4


<PAGE>


(b)(5) Sources of Supply:

We purchase job related materials and equipment from several vendors. We are not
dependent on purchasing from any one vendor, as there are a number of sources of
supply.

(b)(6) Major Customers:

Our customers include owners of commercial real estate, managing agents and
general contractors, industrial facilities and hospitals and educational
institutions. During the fiscal year ended April 30, 2000, approximately 89% of
our operating revenues were derived from commercial and industrial clients, and
approximately 11% was derived from institutional customers such as educational
institutions and hospitals. The mix for the prior fiscal year was approximately
80% commercial and industrial, and 20% institutional.

Due to the nature of our business, which involves contracts that are often
completed within one year, customers that account for a significant portion of
revenue in one year may not represent a significant portion of revenue in
subsequent years. We do not believe that the loss of future business from any
single customer would have a material adverse effect on our results of
operations or financial position taken as a whole.

No single customer of the Company accounted for more than 10% of its revenues in
any of the past three fiscal years.

(b)(7) Patents, Trademarks, Licenses, etc.

We do not consider intellectual property (apart from trade secrets concerning
customer and bidding information) to be significant to our operations.

(b)(8) and (9) Governmental Approvals and Regulations:

A core component of our business is advising and assisting its customers in
complying with local, state and federal laws and regulations concerning the
environment. With respect to asbestos abatement services, numerous regulations
at the federal, state and local levels impact the industry, including the EPA's
Clean Air Act and Occupational Safety and Health Administration ("OSHA")
requirements.

EPA regulations provide national emissions standards for asbestos abatement.
These standards mandate detailed procedures for collection, waste disposal,
handling and shipment of asbestos. The EPA regulations require precise methods
for accomplishing various aspects of asbestos abatement and include
specifications on:

         o    temporary storage of asbestos;

         o    air test protocols;

         o    air cleaning devices;

         o    record maintenance;

                                        5


<PAGE>


         o    placement, content and size of signs and labels warning of the
              presence of asbestos and associated health risks; and

         o    reporting requirements to the EPA.

In addition, the EPA requires schools to inspect for asbestos and implement
response actions and submit asbestos management plans to States. These
regulations specify the use of accredited inspectors, air sampling methods and
waste disposal procedures. The EPA also has notification requirements before
removal operations can begin.

The health and safety of personnel involved in the removal of asbestos is
protected by OSHA regulations. These regulations provide worker protection
measures and standards for asbestos exposure in all work and include
specifications on:

         o    worker training;

         o    engineering controls;

         o    labeling respiratory protection;

         o    bagging of waste;

         o    permissible exposures limits;

         o    exposure assessment and monitoring;

         o    methods of compliance;

         o    hygiene facilities and practices;

         o    communication of hazards;

         o    record maintenance; and

         o    designation, duties and training of a "competent person" to
              ensure worker safety.

Many state authorities and local jurisdictions have implemented similar programs
governing removal, handling and disposal of asbestos.

The transportation of asbestos, which has been designated a hazardous material,
is governed by the Department of Transportation under the Hazardous Materials
Act of 1975. The Department of Transportation's current regulations direct the
transportation of asbestos-containing waste materials and require the
maintenance of detailed waste contamination and shipping papers.

NAC's business depends, in part, on the issuance of permits from state and
federal agencies to allow NAC to transport hazardous materials, to operate
certain of NAC's equipment and to operate NAC's container cleaning and
wastewater pretreatment facilities. NAC believes that it has and will be able
to obtain and retain the applicable and necessary permits from governmental
authorities. The majority of these permits require renewal annually and,
accordingly, such permits may be subject to revocation, modification or denial.
NAC believes it is in compliance with all of the federal, state and local
statutes and regulations which affect its asbestos abatement business.

                                        6


<PAGE>



Certain services offered by NACE and NAC/IAP are required to be performed by
licensed individuals. In addition, as indicated above, NACE frequently
subcontracts with third parties for services which require licensing or permits
(e.g., transportation of hazardous waste).

(b)(10) Research and Development:

We continuously pursue innovative and creative approaches and methods for
providing services to our customers. We do not, however, engage in any
significant research and development activities.

(b)(11) Environmental Compliance:

Except in the ordinary course of our business operations, we do not anticipate
any significant costs to comply with environmental laws and requirements.

(b)(12) Employees: As of July 18, 2000, we had 16 full time employees, of which
one is executive, five are engaged in sales and marketing, and the remaining ten
employees are technical, production and administrative personnel. In addition,
three of our executive officers (Santo Petrocelli, Sr., Marshall Geller and
Lawrence Polan) devote less than full time to their duties as described in the
information set forth in Item 9 hereof.

In addition to our "permanent" work force, we typically hire temporary laborers
to staff NAC and NACE projects. Temporary laborers generally are represented by
a labor union and, in New York and New Jersey, are covered by a collective
bargaining agreement between the Company and the Mason Tenders Union. We also
employ union laborers with other affiliations depending on project jurisdiction,
on a project by project basis. Our permanent work force is not unionized.

We believe we have good relations with our employees, and have never incurred a
significant work stoppage due to any strike or protest by our employees.

                                        7


<PAGE>


ITEM 2 - DESCRIPTION OF PROPERTY

We sublease our executive and administrative offices (approximately 4,600 square
feet) from Petrocelli Electric Co. Petrocelli Electric Co. is owned and
controlled by Santo Petrocelli, Sr., our President and CEO, and members of Mr.
Petrocelli's family, including his son, Santo Petrocelli, Jr., who is a director
of the Company. There is no written sublease or term specified for this
sublease. We pay a gross rent (i.e., our rental includes utilities, taxes,
common area maintenance and other typical tenant charges) of $14.00 per square
foot ($64,400 per year) which approximates Petrocelli Industries' prime tenancy
costs. We believe that our occupancy costs under this sublease arrangement are
no higher than market, and that the terms are no less favorable to us than we
could have obtained through arms-length negotiation with non-affiliated parties.

We also lease warehouse and office space in Rutherford, NJ (approximately 6,000
square feet) at an annual rent of approximately $38,000, and in Farmingdale, NY
(approximately 500 square feet) at an annual rent of approximately $12,000. We
rent a small amount of storage area in midtown Manhattan (approximately 170
square feet) at an annual rent of approximately $5,800.

We believe our offices and other facilities are adequate for our present needs.

                                        8


<PAGE>


ITEM 3 - LEGAL PROCEEDINGS

We are a defendant in the following civil actions, all of which are pending in
the Supreme Court of the State of New York, County of New York, and relate to
property damage and/or bodily injury claims which arose in the ordinary course
of the our business operations:



<TABLE>
<CAPTION>

    Date
 Proceeding                                             Claimant(s)                       Amount
    Began            Plaintiff                          Against Us                        Of Claim
-----------          ---------                          -----------                       --------

<S>                  <C>                                <C>                               <C>
  12/12/95           Ralph LoRusso and                  Ralph LoRusso and                 $ 4,250,000
                     Phillis LoRusso                    Phillis LoRusso

   4/24/97           Abilio Sousa and                   Chase Manhattan Bank,             $20,000,000
                     Maria Sousa                        N.A. and Morse Diesel
                                                        International

   5/13/97           Cesar Romero                       Cesar Romero                      $10,000,000

   7/9/97            Gonzalo Vargas                     Gonzalo Vargas                    $20,000,000

   7/13/98           Wilson Lopez                       Sablons Investors, Inc.           $ 5,000,000

   9/22/98           Jan Niziol                         Sres Fifth Avenue,                $ 2,000,000
                                                        a/k/a Sumitomo Real
                                                        Estate Sales (NY), Inc.

   7/19/99           Bolivar Ochoa                      Bolivar Ochoa                     $10,000,000

   7/26/99           Andrez Andruszkiewicz              Fast Track Construction           $ 5,000,000

  12/15/99           Gerald J. Gliber, Becky            Norman Buchbinder,                $ 5,000,000
                     Gliber, Individually and           Zohar Ben Dov,
                     As parents of Andrew               Culinary Associates
                     Gliber                             No. 2, A J Clarke
                                                        Mgmt. Corp., Angel
                                                        Rivera

</TABLE>

In most or all cases, there are additional defendants against whom claims are
asserted by the plaintiffs and/or other parties, and we have filed crossclaims
and third party claims against other parties.

We are being defended by counsel engaged by our insurers in the above cases, and
we believe that all claims pending in these cases are covered by insurance.
Based on our experience, we believe that all of these cases will be settled or
otherwise disposed of within the limits of coverage on our insurance policies,
notwithstanding the amounts claimed.

Except for the project-related claims proceedings set forth above, we are not
involved in any other material legal proceedings.

                                        9


<PAGE>


We maintain commercial general liability insurance for claims arising from its
business operations with coverage of $5 million limit per claim and in the
aggregate against loss arising from property damage and bodily injury. The
policy is written on an "occurrence" basis which provides coverage for insured
risks that occur during the policy period, irrespective of when a claim is made.
Higher policy limits are available for individual projects. We also carry
pollution errors and omissions liability insurance ($1 million limit per claim
and in the aggregate), a $15 million commercial umbrella policy, and worker's
compensation insurance within statutory coverage limits. In addition, a
substantial number of NAC's customers require performance and payment bonds and
the registrant maintains a bonding program to satisfy these requirements.



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



There were no matters submitted to a vote of our securities holders during the
fourth quarter of our fiscal year ended April 30, 2000.

                                       10


<PAGE>


                                     PART II


ITEM 5 - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
         OTHER SHAREHOLDER MATTERS

(a) Market Information

Since March of this year, our Common Stock has been quoted on inter-dealer
quotation system published by the Pink Sheets LLC. Prior to that time, our
Common Stock was quoted on the Electronic Bulletin Board operated by the
National Association of Securities Dealers.

The following table sets forth the high and low closing bid prices quoted for
our Common Stock in the last two fiscal years:

         Year ended 4/30/1999              High                 Low
         --------------------             ------                ---
         Quarter ended 7/31/98            $4.625                $3.4375
         Quarter ended 10/31/98           $3.75                 $1
         Quarter ended 1/31/99            $2.5                  $1.25
         Quarter ended 4/30/99            $1.25                 $1.125


         Year ended 4/30/2000              High                 Low
         --------------------             ------              ------
         Quarter ended 7/31/99            $1.5                 $1.125
         Quarter ended 10/31/99           $1.25                $0.5625
         Quarter ended 1/31/00            $2.625               $1.0625
         Quarter ended 4/30/00            $2                   $0.5

The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions. Actual
trading in our shares has been very sporadic.

(b) Holders

As of August 11, 2000, there were 29 record holders of our Common Stock.

(c) Dividends

The Company has never declared or paid any cash dividends on its Common Stock.
We currently anticipate that future earnings will be retained to support our
business. Accordingly, we do not anticipate paying cash dividends on our Common
Stock in the foreseeable future.

                                       11


<PAGE>


(d) Recent Sales of Unregistered Securities

In the past three fiscal years, we have issued the following securities in
transactions not registered under the Securities Act of 1933:

     (a) In March 1998, we issued 5,000,000 shares of Common Stock to the then
stockholders of National Abatement Corp. and NAC Environmental Services Corp. in
exchange for all of the outstanding capital stock of those corporations. The
transaction was a negotiated business combination by which the buyer and sellers
were represented by counsel, all the five former shareholders of NAC and NACE
were sophisticated investors who acquired the shares for investment, and the
beneficial owners of the shares, following the transaction, became officers and
directors of the Company. The shares were issued without registration under the
Securities Act in reliance upon Section 4(2) of the Act, and are "restricted
securities" as that term is defined in Rule 144 under the Act. Certificates
representing the shares are legended, and stop orders against unauthorized
transfers of the shares have been entered.

     (b) In July 1999, we issued 364,963 shares of Common Stock in partial
payment for certain business assets acquired from IAP, Inc. The transaction was
a negotiated business combination in which both buyer and seller were
represented by counsel. We relied on Section 4(2) of the Securities Act in
issuing the shares without registration under the Act.

                                       12


<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

When used in this discussion, the words "expect(s)", "feels", "believe(s)",
"will", "may", "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from the
possible results described in such statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, and are urged to
carefully review and consider the various disclosures elsewhere in this
Prospectus which discuss factors which affect the Company's business, including
the discussion under the caption "Risk Factors".

General

NESCO Industries, Inc. was incorporated in March 1993 as Coronado Communications
Corp. In March 1998, NESCO, which was then inactive, acquired all of the
outstanding capital stock of National Abatement Corp. ("NAC"), a corporation
engaged primarily in asbestos abatement services, and NAC Environmental Services
Corp. ("NACE"), a provider of a variety of other environmental remediation
services. As a result of this acquisition, which was the result of arms length
negotiation between previously non-affiliated parties, the former shareholders
of NAC received 5,000,000 shares of our Common Stock, or 80% of the total
outstanding immediately following the acquisition. For accounting purposes, NAC
was treated as the acquiring corporation. Thus, the historical financial
statements of NAC prior to this acquisition date are deemed to be the historical
financial statements of the Company.

(a) Years ended April 30, 2000 and 1999

The following table sets forth our revenues by operating area in the periods
indicated:

                                                Fiscal year ended April 30,
                                               ------------------------------
                                                   2000               1999
                                               -----------        -----------

         Asbestos abatement                    $10,114,108         $9,819,053
         Indoor air quality services             1,248,462                 --
         Other environmental services            1,197,355          1,767,437
                                               -----------        -----------
                                               $12,559,925        $11,586,490

In the fiscal year ended April 30, 2000, our revenues increased 8% and cost of
earned revenues increased 14% as compared to the year ended April 30, 1999. Our
gross profit margin declined to 16.3% in the year ended April 30, 2000 from
20.3% in the year ended April 30, 1999. This reduction in our gross profit
margin was primarily the result of an overall declining trend in profitability
from our asbestos abatement segment due primarily to downward price adjustments
as a result of continuing competitive pressures in a finite market that lacks a
reoccurring services component. The declining trend in profitability is also due
in part to more informed consumers as a result of competitive pressures. In
addition, we recognized a loss from one project of approximately $230,000. The
loss was due to a revised estimate of costs to complete and the project was 100%
completed at April 30, 2000. This one loss accounts for a majority of the
decrease in gross profit margin.

Our gross profit margins from our indoor air quality operation were lower than
our overall average margins on revenues. Even though margins from indoor air
quality were lower than our average margins, we believe this segment will be
more profitable than our other segments because of increased demand due to
greater public awareness, compliance pressure from the insurance industry, and a
reoccurring maintenance service component. Because other environmental services
does not afford us the opportunity to increase revenues and margins, we are
reallocating resources to increase market share in the indoor air quality
services segment. Revenues from other environmental services decreased from
$1,767,437 to $1,197,355, or 32%, due primarily to reduced marketing efforts as
a result of the reallocation of recourses. Although we believe that competitive
pressures will continue to impact the asbestos abatement segment, we are
attempting to be more selective in projects in order to improve margins.



                                       13

<PAGE>

Our general and administrative expenses also rose faster than revenues and gross
profit in the year ended April 30, 2000. As a result, we had a net loss of
$946,349 in 2000 versus a net loss of $116,328 in 1999. The increase in our
general and administrative expenses was due primarily to the expansion of our
Indoor Air Quality operations which included additional salaries and
depreciation and amortization expenses of $479,000, an increase in professional
fees of $68,000 due to our public company status, and an increase in the
provision for uncollectibles of $69,809 due to an evaluation of accounts
receivable at April 30, 2000.

Interest expense increased by $58,742 as compared to the year ended April 30,
1999 due to increased borrowing from a shareholder at a 10% rate.

Miscellaneous income increased $60,068 as compared to the year ended April 30,
1999 due to a gain arising from the sale of leasehold improvements at the
Company's former New York City office.

The income tax benefit increased by $131,048 as compared to the year ended April
30, 1999, principally due a carryback of current year net operating losses to
prior years.

Fourth quarter of year ended April 30, 2000:

During the fourth quarter of the fiscal year ended April 30, 2000, the Company
recorded significant adjustments to its accounts, which resulted in increasing
net loss by approximately $545,000. The adjustments for the fiscal year ended
April 30, 2000 were principally attributable to increasing the allowance for
possible losses on accounts receivable and writing off uncollectible accounts
receivable which totaled approximately $125,000, an unanticipated loss on a job
which totaled approximately $230,000, and accruals for insurance claims,
depreciation expense, consulting and professional fees, and commissions which
totaled approximately $190,000. The increased provision for bad debts was based
on an evaluation of accounts receivable in general at April 30, 2000.

(b) Years ended April 30, 1999 and 1998

                                               Fiscal year ended April 30,
                                              ------------------------------
                                                  1999               1998
                                              -----------        -----------

         Asbestos abatement                   $ 9,819,053        $11,071,751
         Indoor air quality services                   --                 --
         Other environmental services           1,767,437            922,748
                                              -----------        -----------
                                              $11,586,490        $11,994,500

As indicated in the above table, we experienced a slight decline (approximately
3.4%) in earned revenues in the year ended April 30, 1999 (to $11,586,490 from
$11,994,500 in the prior year). This decline in earned revenues was the result
of decreased revenues (to $9,819,053 from $11,071,751) in the asbestos
abatement segment due primarily to lower margins from downward price
adjustments spurred by increasing competition in a finite market that lacks a
reoccurring services component. Lower margins are also due in part to more
informed consumers as a result of increasing competition in the market. The
decrease in asbestos abatement revenues was offset in part by the increase in
revenues from other environmental services (to $1,767,437 from $922,748). The
increase in revenues from environmental services is primarily due to favorable
market conditions at the time. The Company does not believe that this increase
represents a trend because competition continues to intensify in this finite
market that lacks a reoccurring services component. We did achieve, however, a
proportionately greater reduction (approximately 7.4%) in our cost of earned
revenues (to $9,239,824 from $9,975,115). As a result our gross profit margin
improved by approximately 20% (to 20.25% in 1999 from 16.84% in 1998). The
reduction in our cost of earned revenues, and the corresponding improvement in
our gross profit margin, in the year ended April 30, 1999, was attributable
primarily to a more profitable mix of business.

Our increase in gross profit for the year ended April 30, 1999 (to $2,346,666 in
1999 from $2,019,385 in the prior year) was more than offset, however, by a
substantial increase in general and administrative expenses during the year (to
$2,464,079 from $1,800,427). This increase in general and administrative
expense, coupled with a $66,000 increase in managerial fees which represent
compensation for services of two of the Company's executive officers (to
$208,000 from $142,000), resulted in a net operating loss of ($117,413) in 1999
compared to operating income of $218,958 in the prior year.

The increase in general and administrative expense in the year ended April 30,
1999, was attributable primarily to increased occupancy costs of $69,072 related
in part to a move of our executive offices in November 1998; increased personnel
costs of $178,342; increased travel and entertainment expenses of $78,501
attributable to an expanded sales and marketing effort; a $66,000 increase in
management fees paid to two executive offices; and an increase in provision for
uncollectibles of $141,000 which was reflective of the increase in receivables
at year end 1999 compared to the prior year.

Our net loss of ($116,328) in the year ended April 30, 1999 ($.02 per share),
compared with net income of $200,743, or $.03 per share in year ended April 30,
1998, was primarily the result of increased general and administrative expenses
in 1999, as described above, and the fact that in 1999 we realized a loss of
($12,381) on the operations of a joint venture which were primarily related to
the wind-up of the joint venture's activities, compared to income of $296,293
from joint venture operations in 1998.

                                       14


<PAGE>


Liquidity and Capital Resources

The following table sets forth our working capital position at the end of the
fiscal years indicated:
                                                 Year ended April 30,
                                           -------------------------------
                                               2000                1999
                                           -----------          ----------

         Current assets                    $ 4,047,300          $3,271,366
         Current liabilities                 4,548,297           2,963,266
                                           -----------          ----------
         Working capital (negative)        $  (500,997)         $  308,100

Our cash and cash equivalents declined from $97,765 at April 30, 1999 to $32,515
at April 30, 2000, primarily as a result of cash used in operations to fund our
operating loss. During the fiscal year ended April 30, 2000, net cash of
$862,752 was used by our operating activities. Shareholders provided $790,559,
net of repayments, to support our working capital. Investing activities provided
$334,000 from the sale of our New York City office leasehold improvements. We
acquired NAC/IAP using cash totaling $137,050 and fixed asset purchases were
$174,152.

To provide additional working capital in the current fiscal year, we borrowed
$950,000 from Santo Petrocelli, Sr., our Chairman, President and Chief Executive
Officer, and Petrocelli Industries, Inc., a company controlled by Mr.
Petrocelli, net of repayments made during the year. The highest loan balance
during the year was $850,000. The loan bears interest at 10% per annum, payable
monthly. Terms for the repayment of the loan principal have not been
established, and we consider this loan to be repayable on demand. Our accounts
receivable turnover declined from 4.4 times to 3.9 times as compared to the
fiscal year ended April 30, 1999.

In the quarter ended July 31, 1999, we acquired certain assets now used by
NAC/IAP from an unrelated third party for $137,860 and the issuance of 364,963
shares of common stock. The cash used to acquire these assets was provided by
the loan from Petrocelli Industries that is described in the preceding
paragraph. During the fourth quarter, we received $334,000 from the termination
of the lease of office space in which our executive offices had been located
prior to our move to Long Island City, New York.

The additional working capital provided by our borrowings from Petrocelli
Industries were necessary to finance our operating cash needs since cash
generated by operations was insufficient for this purpose. Unless we are able to
generate positive cash flow from operations in the current year, we will require
additional debt or equity capital, however, to provide increased liquidity, to
fund business operations and to be in a position to take advantage of
acquisition or other expansion opportunities should they arise. At the present
time, however, we have no commitments for any additional financing.

The Company's ability to finance its operating cash needs with cash generated by
operations is a function of returning to profitability. We are taking measures
to conserve cash by cutting back on personnel and related expenses and have
subleased our New York City office and relocated to less expensive offices. The
Company is exploring credit markets to secure financing of its working capital
needs, but there is no assurance that the Company will be able to obtain any
other financing.

We are directing our efforts toward improved profitability and revenue share,
reduction of overhead expense and therefore conserving and improving cash flow
from operations. Due to our net losses and negative working capital, our
auditors express a doubt about our ability to continue as a going concern in
their report on our financial statements for the fiscal year ended April 30,
2000. We may continue to be dependent upon loans from our shareholder until we
become profitable.

The Company is a defendant in lawsuits involving personal injury claims arising
from job-site accidents. These plaintiffs' claims exceed the Company's
applicable insurance coverages. Therefore, any judgment or settlement in excess
of insurance will require payment by the Company and may have a negative impact
on profitability. Claims in excess of insurance coverage total approximately
$71,000,000 as of April 30, 2000. In the opinion of management, the amount of
the ultimate liability with respect to these actions will not materially affect
the financial position, results of operations or net cash flows of the Company.

Basis of Presentation -- Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, as of April 30, 2000 the Company has an
accumulated deficit in stockholders' equity of $561,768, negative working
capital of $500,997 and has incurred a net loss of $946,349 for the year ended
April 30, 2000.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon the Company's ability to meet its financing requirements
on a continuing basis, to maintain its present financing, and to succeed in its
future operations. The financial statements do not include any adjustments
relating to the recoverability and classification of liabilities that might be
necessary should the Company be unable to continue in existence.

Management has reduced staff, space and overhead expenditures, which it believes
is sufficient to provide the Company with the ability to continue in existence.

                                       15


<PAGE>


Year 2000 Issues

In June 1998, the FASB issued Statement of Financial Accounting Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 establishes accounting and reporting for derivative
instruments, including derivative instruments embedded in other contracts and
for hedging activities. Subsequently, the FASB issued SFAS No. 137 which
deferred the effective date of SFAS No. 133. SFAS No. 137 is effective for all
fiscal quarters beginning after June 30, 2000. The Company believes that the
adoption of SFAS No. 133 will not have a material impact on the Company's
financial statements.

New Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. Subsequently, the FASB
issued SFAS No. 137 which deferred the effective date of SFAS No. 133. SFAS No.
137 is effective for all fiscal quarters of fiscal years beginning after June
15, 2000. The Company believes that the adoption of SFAS No. 133 will not have a
material impact on the Company's financial statements.

Quantitative and Qualitative Disclosures About Financial Derivative and
Other Market Risks

The Company employs no "hedging" strategies at the present time, and all of our
cash deposits are denominated in US dollars.

                                       16


<PAGE>


ITEM 7. FINANCIAL STATEMENTS

Financial information required in response to this Item is set forth at pages
F-1 through F-25 of this Report immediately following Item 13 hereof.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Mendelsohn Kary Bell & Natoli LLP ("MKB&N") declined to stand for reappointment
as auditors for our fiscal year ended April 30, 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
there 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 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 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.

                                       17


<PAGE>


                                    PART III


ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL

The Company's executive officers and directors are as follows:




<TABLE>
<CAPTION>
Name                                   Age                     Positions With Company
----                                   ---                     ----------------------
<S>                                     <C>         <C>
Santo Petrocelli, Sr. ..............    65          President and Chief Executive  Officer,  Chairman
                                                    of the Board of Directors

Michael J. Caputo ..................    47          Chief Operating Officer and Director

Marshall H. Geller .................    61          Executive Vice President and Director

Lawrence S. Polan ..................    70          Chief Financial Officer,  Secretary-Treasurer and
                                                    Director

Santo Petrocelli, Jr. ..............    33          Director
</TABLE>



     Santo Petrocelli, Sr., has served as Chairman and CEO of the Company and
its predecessors since 1988. Mr. Petrocelli is the Chairman and CEO and a
Director of Petrocelli Industries, Inc., Petrocelli Electric Co., Inc., a
privately-owned company based in Long Island City, New York, which is engaged in
the business of electrical and telecommunications contracting. Mr. Petrocelli
devotes less than a majority of his working time (approximately 30%) to the
Company's business.

     Michael J. Caputo has served as Chief Operating Officer and a director of
the Company and its predecessors since 1988.

     Marshall H. Geller, Executive Vice President and a director of the Company,
has served as a director of the Company since March 1998, and in a variety of
executive and consulting capacities with the Company and its predecessors since
1988. He has owned and operated an exterior maintenance and restoration firm in
New York City since 1962. Mr. Geller devotes less than a majority of his time
(approximately 30%) to the business of the Company.

     Lawrence S. Polan has served as Secretary, Treasurer, Chief Financial
Officer and a director of the Company and its predecessors since 1988. Mr. Polan
also is the Chief Financial Officer of Petrocelli Electric Co., Inc. Mr. Polan
devotes less than a majority of his time (approximately 30%) to the Company's
business.

     Santo Petrocelli, Jr., has served as a director of the Company since March
1998. Mr. Petrocelli also is President of Petrocelli Communications Company, a
division of Petrocelli Electric Co., Inc., a position he has held since May
1998. From May 1992 to May 1998, Mr. Petrocelli was Executive Vice President of
Petrocelli Communications Company.

                                       18


<PAGE>


     Santo Petrocelli, Sr., is the father of Santo Petrocelli, Jr. There are no
other family relationships among the Company's officers and directors.

ITEM 10 - EXECUTIVE COMPENSATION

(a) Summary Compensation Table:

The following table sets forth information concerning compensation for services
rendered in all capacities awarded to, earned by or paid to Santo Petrocelli,
Sr., the Company's Chairman and Chief Executive Officer, Michael J. Caputo,
Chief Operating Officer, and Marshall Geller, Executive Vice President, in the
years ended April 30, 2000 and 1999. No other executive officer of the Company
received compensation of $100,000 or more from the Company in either of those
fiscal years.

Mr. Petrocelli is compensated by the Company through Petrocelli Industries,
Inc., and Mr. Geller is compensated through Gelco Development Corp. Payments to
these companies are classified as "Management Fees" in the Company's Statements
of Operations for the years ended April 30, 2000 and 1999. Mr. Petrocelli also
received compensation directly from the Company in the fiscal year ended April
30, 2000.


<TABLE>
<CAPTION>
                                                    Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------
                                                                               Long Term Compensation
                                                                -------------------------------------------------
                                    Annual Compensation                  Awards                     Payouts
                             --------------------------------   ------------------------    ---------------------
                                                                                                            All
                                                     Other      Restricted    Securities                   Other
Name and                                            Annual         Stock      Underlying      LTIP        Compen-
Principal                     Salary     Bonus   Compensation    Award(s)      Options/     Payouts       sation
Position             Year      ($)        ($)         ($)           ($)        SARS(#)        ($)           ($)
--------             ----    -------     -----   ------------   ----------    ----------    -------       -------

<S>                 <C>      <C>         <C>     <C>            <C>          <C>           <C>            <C>
Santo Petrocelli,    2000     88,950      -0-          *            -0-        150,000        -0-           -0-
Sr., Chairman of     1999    104,000      -0-          *            -0-          -0-          -0-           -0-
the Board,
President and CEO

Michael J. Caputo,   2000    132,500      -0-          *            -0-         50,000        -0-           -0-
COO                  1999    132,500      -0-          *            -0-          -0-          -0-           -0-

Marshall H. Geller,  2000     52,000      -0-          *            -0-        150,000        -0-           -0-
Executive Vice       1999    104,000      -0-                       -0-          -0-          -0-           -0-
President
</TABLE>

*Less than $50,000

(b) Options/SAR Grants:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)

<TABLE>
<CAPTION>
                                    Number of         Percent of
                                    securities      total options/
                                    underlying       SARS granted         Exercise or
                                   options/sars      to employees          base price        Expiration
      Name                          granted (#)     in fiscal year           ($/sh)             Date
----------------------------      --------------   ----------------       -----------        -----------
       (a)                              (b)              (c)                  (d)                (e)

<S>                                   <C>                <C>                  <C>           <C>
Santo Petrocelli, Sr.,                150,000            33.7                 1.50          June 13, 2004
President and CEO

Marshall H. Geller,                   150,000            33.7                 1.50          June 13, 2004
Executive Vice President

Michael C. Caputo,                     50,000            11.2                 1.50          June 13, 2004
Chief Operating Officer
</TABLE>

                                       19
<PAGE>


(c) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value. None
of the executive officers identified in (a) above exercised any options or SARs
in the last fiscal year, and none of such officers held any SARs at year end.
Information relating to the number and value of options held at year end by such
officers is set forth in the following table:



                         Number of Securities(1)       Value of Unexercised
                         Underlying Unexercised        In-the-Money Options
                            Options at FY end                At FY end
        Name            Exercisable/Unexercisable    Exercisable/Unexercisable
        ----            -------------------------    -------------------------

Santo Petrocelli, Sr.             150,000/-0-                  None
Marshall Geller                   150,000/-0-                  None
Michael J. Caputo                  50,000/-0-                  None



----------

(1) Shares of common stock.

(2) Based on the high "bid" price of shares quoted on April 30, 2000.


(d) Long-Term Incentive Plans:  None.
    ---------------------------------

(e) Compensation of Directors:
    --------------------------

During the fiscal year ended April 30, 2000, no director of the Company received
any compensation for any services provided in such capacity. Directors of the
Company are reimbursed for any expenses incurred by them in connection with
their activities on behalf of the Company.

(f) Employment Contracts and Termination of Employment, and Change in Control
    Arrangements:
    -------------------------------------------------------------------------

None of the Company's executive officers have fixed term employment agreements
and there are no agreements relating to severance, change of control or other
similar terms between the Company and any of its executive officers.

(g) Report on Repricing of Options/SARS:  Not Applicable.
    -----------------------------------


                                       20


<PAGE>


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of July 18, 2000, with respect to
the beneficial ownership of our securities by officers and directors,
individually and as a group, and all holders of more than 5% of our Common
Stock. Unless otherwise indicated, all shares are beneficially owned and sole
investment and voting power is held by the beneficial owners indicated. On July
17, 2000, there were 6,614,963 shares of Common Stock outstanding. No shares of
any other class of capital stock were outstanding.


<TABLE>
<CAPTION>

                                                                             Percentage of
                                                                          Outstanding Common
            Names and Addresses           Number of Shares of Common      Stock Beneficially
            of Beneficial Owner          Stock Beneficially Owned(1)            Owned
            -------------------          ---------------------------      -------------------
<S>                                      <C>                              <C>
Santo Petrocelli, Sr. (2)                          2,550,000                      37.7%
c/o Petrocelli Industries, Inc.
2209 Queens Plaza North
Long Island City, NY  11101

---------------------------------------------------------------------------------------------
Marshall H. Geller(3)                              2,550,000                      37.7%
20 Country Ridge Circle
Ryebrook, NY  10573

---------------------------------------------------------------------------------------------
Michael J. Caputo(4)                                 150,000                      2.25%
c/o Nesco Industries, Inc.
1212 43rd Avenue
Long Island City, NY  11101

---------------------------------------------------------------------------------------------
Lawrence S. Polan(5)                                 150,000                      2.25%
c/o Petrocelli Industries, Inc.
2209 Queens Plaza North
Long Island City, NY  11101

---------------------------------------------------------------------------------------------
Santo Petrocelli, Jr.(6)                               -0-                         -0-
c/o Petrocelli Industries, Inc.
2209 Queens Plaza North
Long Island City, NY  11101

---------------------------------------------------------------------------------------------
All Officers and Directors as a                    5,400,000                      77.0%
Group (5 persons)
</TABLE>


-------------

(1)  As used herein, the term beneficial ownership with respect to a security is
     defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
     consisting of sole or shared voting power (including the power to vote or
     direct the vote) and/or sole or shared investment power (including the
     power to dispose or direct the disposition of) with respect to the security
     through any contract, arrangement, understanding, relationship or
     otherwise, including a right to acquire such power(s) during the next
     60 days. Unless otherwise noted, beneficial ownership consists of sole
     ownership, voting and investment rights.

                                       21


<PAGE>



(2)  Includes 150,000 shares received for issuance upon the exercise of an
     option granted under our 1999 Incentive Stock Option Plan, and 2,400,000
     shares owned of record by Petrocelli Industries Inc. Mr. Petrocelli is the
     President and Chief Executive Officer of Petrocelli Industries, Inc., and
     beneficially owns 25% of its outstanding capital stock. The other 75% is
     owned by members of Mr. Petrocelli's family.

(3)  Includes 150,000 shares received for issuance upon the exercise of an
     option granted under our 1999 Incentive Stock Option Plan, and 2,400,000
     shares owned of record by Gelco Development Corp., a company owned and
     controlled by Mr. Geller and members of his family.

(4)  Includes 50,000 shares reserved for issuance upon the exercise of an option
     granted under our 1999 Incentive Stock Option Plan ("Plan").

(5)  Includes 50,000 shares reserved for issuance upon the exercise of an option
     granted under our 1999 Incentive Stock Option Plan, and 100,000 shares
     owned of record by LPS Consultants Inc., a company owned and controlled by
     Mr. Polan and his wife.

(6)  Does not include shares owned by Petrocelli Industries, Inc., in which Mr.
     Petrocelli has an economic interest by reason of his equity ownership of
     Petrocelli Industries, Inc.

                                       22


<PAGE>


ITEM 12. CERTAIN RELATIONSHPS AND RELATED TRANSACTIONS

During the fiscal year ended April 30, 2000, Santo Petrocelli, Sr., our
President and Chief Executive Officer, and Petrocelli Industries, Inc.
("Petrocelli Industries"), a company controlled by Mr. Petrocelli, loaned
$950,000 to us, net of repayments during the year. The highest loan balance
outstanding at any time during the year was $950,000. These loans bear interest
at the rate of 10% per annum, payable monthly, and have no fixed term.
Accordingly, we consider them to be due on demand. No interest was paid on these
loans during the year. For the year ended April 30, 2000, we had accrued
interest of $43,137 on the loans.

The indebtedness to Mr. Petrocelli and Petrocelli Industries described in the
preceding paragraph is in addition to amounts owed to Petrocelli Electric Co.
("Petrocelli Electric") for office and warehouse rent totaling $5,367 per month
and demand loans of $129,000 made to NAC by Petrocelli Industries and Gelco
Development Corp., a company controlled by Marshall Geller, our Executive Vice
Presifdent and a director of the Company, prior to our acquisition of NAC in
March 1998. For the year ended April 30, 2000, we had accrued interest of
$15,440 on these loans.

We believe the loan terms obtained from Petrocelli Industries, Gelco Development
Corp. and Santo Petrocelli are at least as favorable as could have been obtained
by us from non-affiliated parties through arms length negotiation.

During the year ended April 30, 2000, Santo Petrocelli, Marshall Geller and
Lawrence Polan, our Chief Financial and Accounting Officer, rendered consulting
and management services to the Company totaling $88,950, $52,000 and $24,500,
respectively. Arrow Restorations, a company in which Mr. Geller is a
shareholder, and Petrocelli Electric, a company controlled by Mr. Petrocelli,
rendered subcontractor services to the Company totaling $32,000 and $27,000,
respectively. Subcontractor services rendered to Petrocelli Electric totaled
$1,989.

During the year ended April 30, 1999, Mr. Petrocelli and Mr. Geller each
rendered a total of $104,000 in consulting and management services to the
Company. Petrocelli Electric and Marcath, a company owned by former shareholder
Nicholas Pizzone, rendered subcontractor services to the Company totaling
$102,916 and $27,700, respectively. Subcontractor services rendered to Arrow
Restoration totaled $140,500.

The Company subleases its executive and administrative offices from an
affiliated company. A discussion of the Company's leases is contained in Item 2
- Description of Properties - on page 8 and in Footnote N - Commitments and
Contingencies - on page F-20 of the Financial Statements.

Except as set forth above, there were no transactions between the Company and
any of its current executive officers or holders of 5% or more of its voting
securities during either of the last two fiscal years.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) A list of the exhibits filed as part of this report is set forth in the
Exhibit Index which immediately follows the Signature Page.

(b) During the last quarter of the period covered by this report we did not file
any Current Reports on Form 8-K.

                                       23


<PAGE>


                                 C O N T E N T S

                                                                          Page
                                                                        --------

Report of Independent Certified Public Accountants                         F-2

Independent Auditors' Report                                               F-3


Financial Statements

      Consolidated Balance Sheet                                           F-4

      Consolidated Statements of Operations                                F-5

      Consolidated Statement of Stockholders' Equity (Deficit)             F-6

      Consolidated Statements of Cash Flows                                F-7

      Notes to Consolidated Financial Statements                        F-8 - 25


                                       F-1


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
   NESCO Industries, Inc.


We have audited the accompanying consolidated balance sheet of NESCO Industries,
Inc. as of April 30, 2000, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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. as of April 30, 2000, and the consolidated results of their operations and
their consolidated cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
as of April 30, 2000, the Company has an accumulated deficit in stockholders'
equity of $561,768, negative working capital of $500,997, and has incurred a net
loss of $946,349 for the year ended April 30, 2000. These factors, among others,
as discussed in Note A to the financial statements, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note A. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Grant Thornton LLP
New York, New York
July 21, 2000

                                       F-2


<PAGE>


                        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 statements of operations,
stockholders' equity and cash flows of NESCO Industries, Inc. and subsidiaries
for the year ended April 30, 1999. 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 audit 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 results of their operations and cash flows of NESCO
Industries, Inc. and subsidiaries for the year ended April 30, 1999 in
conformity with generally accepted accounting principles.


/s/ Mendelsohn Kary Bell & Natoli LLP

New York, New York
July 27, 1999


                                       F-3


<PAGE>


                             NESCO Industries, Inc.

                           CONSOLIDATED BALANCE SHEET

                                 April 30, 2000


                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                       $    32,515
    Accounts receivable                                               3,114,220
    Unbilled costs and estimated earnings in excess of
       billings on uncompleted contracts                                525,606
    Prepaid expenses                                                    205,353
    Other current assets                                                169,606
                                                                    -----------
           Total current assets                                       4,047,300
FIXED ASSETS, NET                                                       233,497
OTHER ASSETS                                                             94,331
INTANGIBLE ASSETS, NET                                                  502,778
                                                                    -----------
                                                                    $ 4,877,906


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                           $ 2,965,771
    Notes payable - equipment - current portion                           8,701
    Loans payable - shareholders                                        979,000
    Billings in excess of costs and estimated earnings on
       uncompleted contracts                                            594,825
                                                                    -----------
          Total current liabilities                                   4,548,297
NOTES PAYABLE - EQUIPMENT                                                 1,577
                                                                    -----------
                                                                      4,549,874
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.001 par value; authorized, 25,000,000
       shares; issued and outstanding, 6,614,963 shares                   6,615
    Capital in excess of par value                                      883,185
    Accumulated deficit                                                (561,768)
                                                                    -----------
                                                                        328,032
                                                                    -----------
                                                                    $ 4,877,906
                                                                    ===========

The accompanying notes are an integral part of this statement.


                                       F-4


<PAGE>


                             NESCO Industries, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              Year ended April 30,



<TABLE>
<CAPTION>
                                                                2000               1999
                                                            ------------       ------------

<S>                                                         <C>                <C>
Earned revenues                                             $ 12,559,925       $ 11,586,490
Cost of earned revenues                                       10,512,471          9,239,824
                                                            ------------       ------------
         Gross profit                                          2,047,454          2,346,666

General and administrative expenses                            3,127,262          2,464,079
                                                            ------------       ------------
         Operating loss                                       (1,079,808)          (117,413)
                                                            ------------       ------------
Other income (expense)
    Interest expense, net                                        (83,027)           (24,285)
    Miscellaneous income                                          66,423              6,355
                                                            ------------       ------------
         Loss before income tax benefit                       (1,096,412)          (135,343)

Income tax benefit                                              (150,063)           (19,015)
                                                            ------------       ------------
         NET LOSS                                           $   (946,349)      $   (116,328)
                                                            ============       ============
Basic and diluted loss per share                            $       (.14)      $       (.02)
                                                            ============       ============
Weighted average common and diluted shares outstanding         6,543,970          6,250,000
                                                            ============       ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                       F-5


<PAGE>


                             NESCO Industries, Inc.

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                       Years ended April 30, 2000 and 1999


<TABLE>
<CAPTION>
                                                         Common stock            Capital in       Accumu-
                                                 -------------------------       excess of         lated
                                                   Shares           Amount       par value        deficit          Total
                                                 ----------       ---------      ----------     ----------      ----------
<S>                                               <C>             <C>             <C>           <C>             <C>
Balance at April 30, 1998                         6,250,000       $   6,250       $383,550      $ 500,909       $ 890,709

Net loss for the year ended April 30, 1999                                                       (116,328)       (116,328)
                                                 ----------       ---------       --------      ---------       ---------
Balance at April 30, 1999                         6,250,000           6,250        383,550        384,581         774,381

Stock issued in connection with acquisition         364,963             365        499,635                        500,000

Net loss for the year ended April 30, 2000                                                       (946,349)       (946,349)
                                                 ----------       ---------       --------      ---------       ---------
Balance at April 30, 2000                         6,614,963       $   6,615       $883,185      $(561,768)      $ 328,032
                                                 ==========       =========       ========      =========       =========
</TABLE>


The accompanying notes are an integral part of this statement.


                                       F-6


<PAGE>


                             NESCO Industries, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Year ended April 30,



<TABLE>
<CAPTION>

                                                                       2000            1999
                                                                    ---------       ----------

<S>                                                                 <C>             <C>
Cash flows from operating activities
   Net loss                                                         $(946,349)      $(116,328)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                  128,671          50,276
       Bad debt expense                                                86,090          30,787
       Gain on disposal of fixed asset                                (70,265)           (736)
       Deferred income taxes                                           94,600        (293,382)
       Changes in operating assets and liabilities
         Accounts receivable                                         (377,486)       (669,095)
         Other current assets                                         (54,947)
         Unbilled costs and estimated earnings in excess of
           billings on uncompleted contracts                         (378,304)        (22,562)
         Prepaid expenses                                            (161,137)         66,408
         Other assets                                                  15,383        (103,454)
         Accounts payable and accrued expenses                        847,250         394,752
         Billings in excess of costs and estimated earnings on
           uncompleted contracts                                      120,615         234,530
         Income taxes payable                                        (166,873)        167,615
                                                                    ---------       ---------
         Net cash used in operating activities                       (862,752)       (261,189)
                                                                    ---------       ---------
Cash flows from investing activities
   Purchase of fixed assets                                          (174,152)       (336,785)
   Proceeds from disposition of fixed assets                          334,000           5,676
   Proceeds from refund of investment                                                  60,000
   Advances to joint venture, net                                                      12,381
   Acquisition of Indoor Air Professionals                           (137,050)
                                                                    ---------       ---------
         Net cash provided by (used in) investing activities           22,798        (258,728)
                                                                    ---------       ---------
Cash flows from financing activities
   Payment of equipment notes                                         (15,855)        (14,171)
   Proceeds from shareholder loans                                    790,559
                                                                    ---------       ---------
         Net cash provided by (used in) financing activities          774,704         (14,171)
                                                                    ---------       ---------
         NET DECREASE IN CASH AND CASH EQUIVALENTS                    (65,250)       (534,088)

Cash and cash equivalents at beginning of year                         97,765         631,853
                                                                    ---------       ---------
Cash and cash equivalents at end of year                            $  32,515       $  97,765
                                                                    =========       =========

</TABLE>


The accompanying notes are an integral part of these statements.


                                       F-7


<PAGE>


                             NESCO Industries, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             April 30, 2000 and 1999



NOTE A - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

     Organization

     NESCO Industries, Inc. (the "Company") was incorporated in Nevada on March
     29, 1993, under the name Coronado Capital Corp. (formerly Coronado
     Communications Corp.).

     On March 11, 1998, the Company acquired National Abatement Corp. ("NAC")
     and NAC Environmental Services Corp. ("NESC") pursuant to an Agreement and
     Plan of Reorganization. To effect the reorganization, NESCO issued
     5,000,000 shares of its common stock in exchange for the outstanding common
     shares of NAC and NESC. Upon consummation of the reorganization, NAC and
     NESC became wholly-owned subsidiaries of NESCO. As part of the
     reorganization, the Company amended its articles of incorporation to change
     its name to NESCO Industries, Inc. and authorized 1,000,000 shares of
     preferred stock. For accounting purposes, the acquisition has been treated
     as a recapitalization of NAC with NAC as the acquirer (reverse
     acquisition).

     The Company is a holding company and all of its business is conducted
     through its wholly-owned subsidiaries.

     NAC was organized under the laws of the state of Delaware on May 15, 1988.
     NAC is engaged in the abatement and removal of asbestos materials found in
     commercial and industrial structures located in New York, New Jersey, and
     Pennsylvania. The work is performed principally in office buildings for
     owners of various commercial businesses and other contractors principally
     under lump-sum contracts.

     NESC was organized under the laws of the state of Delaware on May 12, 1993.
     NESC is engaged in providing various environmental services including air
     quality management, lead abatement services, and management of storage
     tanks found in commercial and industrial structures located in New York and
     New Jersey.

     NAC/Indoor Air Professionals was organized under the laws of the State of
     New York on June 28, 1999. The Company provides indoor air quality
     monitoring, testing and remediation services.

     Basis of Presentation -- Going Concern

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern. However, as of April 30, 2000 the Company
     has an accumulated deficit in stockholders' equity of $561,768, negative
     working capital of $500,997 and has incurred a net loss of $946,349 for the
     year ended April 30, 2000.

     In view of the matters described in the preceding paragraph, recoverability
     of a major portion of the recorded asset amounts shown in the accompanying
     balance sheet is dependent upon the Company's ability to meet its financing
     requirements on a continuing basis, to maintain its present financing, and
     to succeed in its future operations. The financial statements do not
     include any adjustments relating to the recoverability and classification
     of liabilities that might be necessary should the Company be unable to
     continue in existence.

     Management has reduced staff, space and overhead expenditures, which it
     believes is sufficient to provide the Company with the ability to continue
     in existence.

     Principles of Consolidation

     The accompanying financial statements include the accounts of the Company
     and its wholly-owned subsidiaries on a consolidated basis. All significant
     intercompany accounts and transactions have been eliminated.


                                       F-8


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE A (continued)

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect reported amounts of assets and liabilities,
     disclosure of contingent assets and liabilities at the date of the
     financial statements, and revenues and expenses during the reporting
     period. In these financial statements, assets, liabilities, and earnings
     from contracts involve extensive reliance on management's estimates. Actual
     results could differ from those estimates.

     Revenue and Cost Recognition

     Earned revenues are recorded using the percentage-of-completion method.
     Under this method, earned revenues are determined by reference to Company's
     engineering estimates, contract expenditures incurred, and work performed.
     The calculation of earned revenue and the effect on several asset and
     liability amounts is based on the common industry standard revenue
     determination formula of actual costs-to-date compared to total estimated
     job costs. Due to uncertainties inherent in the estimation process, and
     uncertainties relating to future performance as the contracts are
     completed, it is at least reasonably possible that estimated job costs, in
     total or on individual contracts, will be revised. When a loss is
     anticipated, the entire amount of the estimated loss is provided for in the
     period.

     The asset "unbilled costs and estimated earnings in excess of billings on
     uncompleted contracts" represents revenues recognized in excess of amounts
     billed. The liability "billings in excess of costs and estimated earnings
     on uncompleted contracts" represents billings in excess of revenues
     recognized.


     Cash and Cash Equivalents

     The Company classifies highly liquid debt instruments, purchased with a
     maturity of three months or less, as cash equivalents.


                                       F-9


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE A (continued)

     Fixed Assets and Depreciation

     Depreciation is computed principally using accelerated methods over the
     estimated useful lives of the assets. Expenditures for maintenance,
     repairs, and minor renewals are charged to operations. Major renewals and
     betterments are capitalized.

     Income Taxes

     Provisions for income taxes are based on taxes payable or refundable for
     the current year and deferred taxes on temporary differences between the
     tax bases of assets and liabilities and their reported amounts in the
     financial statements. Deferred tax assets and liabilities are included in
     the financial statements at enacted income tax rates expected to apply to
     taxable income in the years when such temporary differences are expected to
     be recovered as prescribed in Statement of Financial Accounting Standards
     No. 109 ("SFAS No. 109"), "Accounting for Income Taxes." As changes in tax
     laws or rates are enacted, deferred tax assets and liabilities are adjusted
     through the provision for income taxes.

     An allowance for uncollectibles is provided for financial statement
     purposes and the direct write-off method is used for tax reporting. For
     years ending April 30, 1998 and prior, income from construction contracts
     was reported for tax purposes on the completed-contract method, and for
     financial statement purposes on the percentage-of-completion method. In
     accordance with income tax regulations, NAC, IAP and NESC are required to
     report income from construction contracts using the percentage-of-
     completion method for years beginning May 1, 1998. (See Note G.)

     Segment Information

     Segment information is presented in accordance with SFAS No. 131,
     "Disclosures About Segments of an Enterprise and Related Information." This
     standard is based on a management approach, which requires segmentation
     based upon our internal organization that is used by us for making
     operating decisions and assessing performance as the source of the
     Company's reportable operating segments. SFAS No. 131 also requires
     disclosures about products and services, geographic areas and major
     customers.

     Reclassifications

     Certain prior period amounts have been reclassified to conform to the
     current period presentation.


                                      F-10


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE A (continued)

     Loss Per Share

     Basic loss per share is computed by dividing the loss available to common
     stockholders by the weighted average number of common shares outstanding
     for the period. Diluted loss per share reflects the potential dilution that
     could occur if securities or other contracts to issue common stock were
     exercised or converted into common stock and resulted in the issuance of
     common stock. As a result of the Company's net loss, diluted net loss per
     share was the same as basic net loss per share for the years ended April
     30, 2000 and 1999, since the effect of any potentially dilutive securities
     would be antidilutive.

     Advertising Costs

     Advertising and promotion costs are expensed as incurred. These costs were
     approximately $13,000 for the year ended April 30, 2000 and $43,000 for the
     year ended April 30, 1999.

     Impairment of Long-Lived Assets

     Statement of Financial Accounting Statements No. 121 ("SFAS No. 121"),
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed of," establishes accounting standards for the
     impairment of long-lived assets, certain identifiable intangibles, and
     goodwill related to those assets. Under provisions of SFAS No. 121,
     impairment losses are recognized when expected future cash flows are less
     than the assets' carrying value. Accordingly, when indicators of impairment
     are present, the Company will evaluate the carrying of equipment and
     intangibles in relation to the operating performance and future
     undiscounted cash flow of the underlying business. SFAS No. 121 requires
     analysis of each item an individual assets-by-asset basis, where
     applicable. The amount of the impairment loss is the excess of the carrying
     amount of the impaired assets over the fair value of the asset. Generally,
     fair value represents the expected future cash flows from the use of the
     asset or group of assets, discounted at an interest rate commensurate with
     the risks involved.

     Accounting for Stock-Based Compensation

     The Company has adopted SFAS No. 123, "Accounting for Stock-Based
     Compensation." As permitted by SFAS No. 123, the Company has elected to
     follow Accounting Principles Board Opinion No. 25, "Accounting for Stock
     Issued to Employees" ("APB No. 25"), and related interpretations, in
     accounting for employee stock options. As opposed to SFAS No. 123, which is
     a fair value based method, APB No. 25 provides that compensation expense
     related to the Company's employee sock options be measured based on the
     intrinsic value of the stock option. SFAS No. 123 requires companies that
     elect to follow APB 25 to provide pro forma disclosure of the impact of
     applying the fair value method of SFAS No. 123.


                                      F-11


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE A (continued)

     New Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities." SFAS No. 133 establishes accounting
     and reporting standards for derivative instruments, including derivative
     instruments embedded in other contracts, and for hedging activities.
     Subsequently, the FASB issued SFAS No. 137 which deferred the effective
     date of SFAS No.133. SFAS No. 137 is effective for all fiscal quarters of
     fiscal years beginning after June 15, 2000. The Company believes that the
     adoption of SFAS No. 133 will not have a material impact on the Company's
     financial statements.


NOTE B - ACCOUNTS RECEIVABLE

     The Company submits requisitions (invoices) to customers based on work
     performed. Pursuant to contract provisions, these requisitions include
     amounts, referred to as retainage, which are retained until completion and
     acceptance of the contract. Included in accounts receivable are amounts
     retained by customers at April 30, 2000 and 1999 of $239,547 and $4,900,
     respectively. The allowance for uncollectible accounts at April 30, 2000
     and 1999 was $238,890 and $146,800, respectively.

     The Company's principal accounts receivable are due from owners of
     commercial real estate and other contractors.


NOTE C - UNBILLED COSTS AND ESTIMATED EARNINGS ON
         UNCOMPLETED CONTRACTS

     An analysis of job costs and billings, on a per job basis, reflects the
     following:

                                                      2000              1999
                                                   ----------        ----------
      Costs incurred on uncompleted contracts      $6,208,834        $3,222,013
      Estimated earnings                            1,152,061         1,026,524
                                                   ----------        ----------
                                                    7,360,895         4,248,537
      Less billings to date                         7,430,114         4,510,786
                                                   ----------        ----------
                                                   $  (69,219)       $ (262,249)
                                                   ==========        ==========


                                      F-12


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE C (continued)

     The aforementioned balances are included in the
     accompanying balance sheet as of, April 30, 2000
     under the following captions:


                                                                Year ended
                                                                 April 30,
                                                                ----------
                                                                   1999
                                                                 --------

      Unbilled costs and estimated earnings in excess
           of billings on uncompleted contracts                  $525,606
      Less billings in excess of costs and estimated
          earnings on uncompleted contracts                       594,825
                                                                 --------
                                                                 $(69,219)
                                                                 ========


NOTE D - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION



                                                          Year ended April 30,
                                                       ------------------------
                                                          2000          1999
                                                       --------       --------

      Cash paid during the periods for:
          Interest                                     $ 41,010       $ 15,557
          Taxes                                         174,324         73,640

      Noncash investing and financing items:
          Debt incurred in connection
           with the purchase
           of property and equipment                   $     --       $ 27,578
          Issuance of Company common shares in
             connection with asset purchase             500,000             --



                                      F-13


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE E - FIXED ASSETS

    The major classes of fixed assets and the range of their useful lives are as
follows:

                                                                       Estimated
                                                      April 30,      useful life
                                                        2000           (years)
                                                      ---------      -----------

   Vehicles                                            $167,534           5
   Office equipment                                      23,732           5
   Furniture and fixtures                                 6,747           7
   Equipment and tools                                   35,338           5
   Leasehold improvements                               148,657          10
                                                        -------

                                                        382,008
   Less accumulated depreciation and amortization       148,511
                                                        -------

                                                       $233,497
                                                       ========

NOTE F - INTANGIBLE ASSETS

     Intangibles assets consist of:

                                                       April 30,    Amortization
                                                         2000          period
                                                       ---------    ------------
   Goodwill                                            $500,000       15 years
   Covenant not to compete                               50,000        2 years
                                                       --------

                                                        550,000
   Less accumulated amortization                         47,222
                                                       --------

                                                       $502,778
                                                       ========


NOTE G - INCOME TAXES

     For the year ended April 30, 1999, the percentage-of-completion method was
     adopted by the Company for reporting income and expenses from construcution
     contracts. For years ending April 30, 1998 and prior, NAC and NESC used the
     completed-contract method in reporting income and expenses from
     construction contracts.

                                      F-14


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE G (continued)

     The provision for income taxes consists of the following:

                                                 2000                   1999
                                              ---------              ---------
      Current
          Federal                             $(245,098)             $ 162,580
          State and local                           435                111,787
                                              ---------              ---------

                                               (244,663)               274,367
                                              ---------              ---------

      Deferred
          Federal                                67,600               (174,182)
          State and local                        27,000               (119,200)
                                              ---------              ---------

                                                 94,600               (293,382)
                                              ---------              ---------

                                              $(150,063)             $ (19,015)
                                              =========              =========

     The tax effects of temporary differences and tax credits that give rise to
     deferred tax assets at April 30, 2000 are as follows:

      Deferred tax assets
          Net operating loss                                         $ 177,190
          Accounts receivable allowance                                107,129
          Minimum tax credits                                           76,816
          Other                                                         13,186
                                                                     ---------

                                                                       374,321

      Valuation allowance                                             (374,321)
                                                                     ---------

      Net deferred tax asset (liability)                             $      --
                                                                     =========

                                      F-15


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE G (continued)

     A reconciliation of the income tax expense shown in the statements of
     operations to the effective Federal tax rate is as follows:



                                                  2000           1999
                                                 ------         ------

      Federal statutory rate (recovery)           (34.0)%        (34.0)%
      State and local income taxes,
          net of Federal tax benefit                1.7           (3.6)
      Minimum tax credit adjustment                                9.4
      Nondeductible items                           3.0           13.5
      Surtax exemption                                             7.4
      Provision variance                           (2.2)           6.0
      Other                                         1.8           (2.1)
                                                 ------         ------

      Rate before valuation allowance             (29.7)          (3.4)

      Valuation allowance adjustment               16.0          (10.6)
                                                  -----          -----

                                                  (13.7)%        (14.0)%
                                                  =====          =====


     As of April 30, 2000, the Company has a net operating loss carryforward for
     state and city of approximately $933,000 which expires in 2020, and an
     alternative minimum tax carryforward credit of approximately $77,000.


NOTE H - NOTES PAYABLE - EQUIPMENT

     At April 30, 2000, notes payable - equipment consisted of the following:



                                    Total       Current      Long-term
                                   -------      -------      ---------

      Notes payable                $10,408       $8,831        $1,577
      Less prepaid interest            130          130            --
                                   -------       ------        ------
                                   $10,278       $8,701        $1,577
                                   =======       ======        ======


Equipment notes bear interest at 15.8% and are secured by the related equipment.

                                      F-16


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE H (continued)

     Aggregate future minimum payments are as follows:

          Year ending April 30,
         ---------------------
             2001                          $  8,701
             2002                             1,577
                                            -------
                                            $10,278


NOTE I - LOANS PAYABLE - SHAREHOLDERS

     The loans payable to shareholders are due on demand, bear interest at
     varying or variable rates, and are unsecured. Interest on borrowings
     outstanding at April 30, 2000 is calculated at a rate of 10% and at April
     30, 2000, accrued interest amounted to $136,989.


NOTE J - STOCK OPTIONS

     The Company's 1999 Stock Option Plan provides that key employees are
     eligible to receive incentive stock options or nonstatutory stock options
     and that directors and advisors shall be eligible to receive nonqualified
     options. Under the plan, the Company may grant options to purchase up to
     1,000,000 shares of common stock. As of April 30, 2000, there are 555,000
     options available for future grants. In the case of an optionee who
     beneficially owns more than ten percent of the Company's outstanding shares
     as of the time the option is granted, the purchase price of the optioned
     stock must be fixed at not less than one hundred and ten percent of the
     fair market value. The maximum term of these options may not exceed five
     years from the date of grant.

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes option pricing model with the following weighted-average
     assumptions: no dividend yield, expected volatility of 125 percent,
     risk-free interest rate of 6.06 percent, and five-year expected lives.

     The fair value of options granted during the year ended April 30, 2000 was
     $1.06 per share.

     Options were granted on June 14, 1999 at 110% of fair market value, $1.50
     per share, and these options were fully vested on granting.

                                      F-17


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE J (continued)

     The following table summarizes the options granted under the various plans
     for the period from April 30, 1998 through April 30, 2000:


<TABLE>
<CAPTION>

                                                                Number of shares
                                                             ---------------------
                                                   Total                                 Exercise
                                                  number                                 price per
                                                 of shares   Qualified   Nonqualified      share
                                                 ---------   ---------   ------------    ---------

      <S>                                       <C>         <C>          <C>             <C>
      Options outstanding at April 30, 1999        --          --            --              --

      Granted                                    445,000     277,000       168,000         $1.50
                                                 -------     -------       -------

      Options outstanding at April 30, 2000      445,000     277,000       168,000
                                                 =======     =======       =======
</TABLE>


     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards No. 123, "Accounting for Stock-Based
     Compensation." The Company accounts for its option plan under APB Opinion
     No. 25, "Accounting for Stock Issued to Employees," and related
     interpretations and, accordingly, no compensation cost has been recognized
     for the employee stock option plan. Had compensation cost for the Company's
     employee stock option plan been determined based on the fair value at grant
     date for awards, net loss and loss per share would have increased as
     follows:

                                                            Year ended
                                                             April 30,
                                                                2000
                                                            -----------
      Net loss
          As reported                                       $  (946,349)
          Pro forma                                          (1,489,249)

      Basic and diluted loss per share
          As reported
             Basic and diluted                                   $(.14)
          Pro forma
             Basic and diluted                                    (.23)

                                      F-18


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE J (continued)

     The following table summarizes information about the stock options at April
30, 2000:


<TABLE>
<CAPTION>

                                                    Options outstanding                            Options exercisable
                                      -----------------------------------------------       -----------------------------
                                        Number             Weighted-                           Number
                                      outstanding           average        Weighted          exercisable        Weighted-
                                          at               remaining        average              at              average
              Range of                 April 30,          contractual      exercise           April 30,         exercise
           exercise prices               2000                life            price              2000              price
           ---------------           -------------        -----------     -----------       -------------      ----------

          <S>                        <C>                  <C>               <C>              <C>               <C>
             $1.50                     445,000              4.13              $1.50            445,000           $1.50

</TABLE>


NOTE K - PREFERRED SHARES

     On March 11, 1998, the Company's Articles of Incorporation were amended to
     authorize 1,000,000 shares of preferred stock, par value $.001 per share to
     be issued with rights, preferences and designations as determined by the
     Board of Directors. To date, no preferred shares have been subscribed to or
     issued.


NOTE L - RELATED PARTY TRANSACTIONS

     During the year ended April 30, 2000, certain stockholders and officers of
     the Company rendered consulting and management services totaling $165,450
     and subcontractor services totaling $59,000. Subcontractor services
     rendered to affiliates totaled $1,989. In addition, rental payments
     totaling $10,734 were paid to an affiliated company.

     During the year ended April 30, 1999, certain stockholders and officers
     rendered consulting and management services totaling $208,000 and
     subcontractor services totaling $130,616. NAC rendered subcontractor
     services to related parties totaling $140,500.


NOTE M - EMPLOYEE BENEFIT PLANS

     The Company has established a profit sharing and a 401(k) plan covering
     substantially all full-time, non-union employees who have completed one
     year of continuous service and who meet certain other eligibility
     requirements. Contributions to the plan are discretionary and are allocated
     in proportion to compensation. For the years ended April 30, 2000 and 1999,
     the Company contributed $23,105 and $16,146, respectively, to the profit
     sharing plan.

                                      F-19


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999


NOTE N - COMMITMENTS AND CONTINGENCIES

     Litigation

     The Company is defendant in lawsuits involving personal injury claims
     arising from job-site accidents. These plaintiffs' claims exceed the
     Company's applicable insurance coverages; therefore, any judgment or
     settlement in excess of insurance will require payment by the Company.
     Claims in excess of insurance coverage total approximately $71,000,000 as
     of April 30, 2000. In the opinion of management, the amount of ultimate
     liability with respect to these actions will not materially affect the
     financial position, results of operations or net cash flows of the Company.
     However, there can be no assurance that the settlement of claims will not
     exceed insurance coverage, which could have a material effect on the
     financial position, results of operations and cash flows of the Company.

     The Company is also defendant in two cases pending involving former
     employees of the Company for claims totaling $170,500. The Company has
     requested a Bill of Particulars for each case, and the plaintiffs' attorney
     has not yet responded. Management has accrued $40,000 as its estimate of
     potential liability for these claims.

     Leases

     On October 1, 1998, the Company entered into a ten-year lease through
     September 30, 2008 for rental of office facilities. The lease provides for
     escalations for scheduled rent increases and for the Company's
     proportionate share of increases in real estate taxes and maintenance
     costs.

     The Company subleases their executive and administrative offices from an
     affiliated company. There is no specified term or written agreement for
     this lease. The Company pays rent of $5,367 per month.

     Aggregate future minimum rental payments under the operating leases as of
     April 30, 2000 are as follows:

         Year ending April 30,
         --------------------
            2001                            $  173,000
            2002                               165,000
            2003                               178,000
            2004                               179,000
            2005                               179,000
            Thereafter                         625,000
                                            ----------
                                            $1,499,000
                                            ==========

     Rent expense for the years ended April 30, 2000 and April 30, 1999 was
     $243,240 and $165,958, respectively.

                                      F-20


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE N (continued)

     On March 4, 2000, the Company entered into a sublease agreement with a
     company in which a major shareholder of the Company is a stockholder. The
     sublease expires on September 30, 2008. The agreement provides for annual
     rental payments to be paid to the Company as follows:

        Year ending
        -----------
            2001                            $  158,286
            2002                               158,286
            2003                               168,498
            2004                               178,710
            2005                               178,710
            Thereafter                         625,485
                                            ----------
                                            $1,467,975
                                            ==========

     In connection with this agreement, the Company sold certain fixed assets to
     the tenant for $334,000. The gain on the sale of the fixed assets of
     $70,265 included in "Other income" for the year ended April 30, 2000.


NOTE O - RISK AND UNCERTAINTIES

     The Company is subject to laws and regulations relating to the protection
     of the environment. While it is not possible to quantify with certainty the
     potential impact of actions regarding environmental matters, particularly
     any future remediation and other compliance efforts, in the opinion of
     management, compliance with the present environmental protection laws will
     not have a material adverse effect on the financial condition, competitive
     position or capital expenditures of the Company. However, the Company's
     efforts to comply with increasingly stringent environmental regulations may
     have an adverse effect on the Company's future earnings.


NOTE P - FAIR VALUES OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used to estimate the fair value
     of financial instruments:

     Cash and Cash Equivalents

     The carrying amounts reported in the balance sheets for cash and cash
     equivalents approximate their fair values, principally because of the
     short-term maturity of these items.

                                      F-21


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE P (continued)

     Accounts Receivable and Accounts Payable

     The carrying amounts of accounts receivable and accounts payable in the
     balance sheets approximate fair values, principally because of the
     short-term maturity of these items.

     Short-Term and Long-Term Debt

     The carrying amounts of the notes payable approximate fair value based
     upon their effective interest rates compared to current market rates.


NOTE Q - ACQUISITION

     On July 10, 1999, NAC/Indoor Air Professionals, Inc. purchased certain
     tangible and intangible assets for a purchase price of $637,860. The
     purchase price was payable $137,860 in cash and 364,963 shares in Company
     common stock valued at $500,000. The acquisition was accounted for as a
     purchase. The allocation of purchase price follows:

      Cost in excess of billings                                 $ 50,000
      Fixed assets                                                 37,860
      Covenant not to compete                                      50,000
      Goodwill                                                    500,000
                                                                 --------
                                                                 $637,860
                                                                 ========

     The following unaudited pro forma consolidated amounts give effect to the
     NAC/Indoor Air Professional's acquisition as if it had occurred on May 1,
     1998, by consolidating its results of operations with the results of Nesco
     Industries, Inc. for the years ended April 30, 2000 and 1999. The
     unaudited pro forma consolidated results are not necessarily indicative of
     the operating results that would have been achieved had the transaction
     been in effect as of the beginning of the periods presented and should not
     be construed as being representative of future operating results. The pro
     forma basic and diluted net loss per common share is computed by dividing
     the net loss attributable to common stockholders by the weighted-average
     number of common shares outstanding. The calculation of the
     weighted-average number of shares outstanding assumed that 364,963 shares
     of Nesco Industries, Inc. common stock issued in connection with its
     acquisition of NAC/Indoor Air Professionals were outstanding for the
     entire period.

                                      F-22


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE Q (continued)

                                                    Year ended April 30,
                                                         (unaudited)
                                            ----------------------------------
                                               2000                   1999
                                            -----------            -----------

      Revenue                               $12,708,836            $12,646,954
      Net loss                               (1,001,456)              (394,370)

      Basic and diluted loss per share      $      (.15)           $      (.06)


NOTE R - BUSINESS SEGMENT INFORMATION

     The asbestos removal segment provides asbestos abatement including removal
     and disposal, enclosure and encapsulation. The environmental services
     segment provides environmental remediation, closure, and cost effectiveness
     services. Services include Phase I, II, and III environmental assessments,
     including underground storage tank removals, injection well closures, soil
     and ground water treatment systems, contaminated soil removal and emergency
     response. The indoor air quality services segment provides indoor air
     quality testing, monitoring and remediation services.

     Identifiable assets by segment are those assets that are used in the
     operations of each segment as well as the accounts receivable generated by
     each segment. Corporate assets consist primarily of cash and cash
     equivalents, prepaid expenses, and corporate furniture, fixtures and
     equipment. Capital expenditures are comprised primarily of additions to
     data processing equipment, furniture and fixtures, and leasehold
     improvements.

                                      F-23


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE R (continued)

     The following table presents the Company's business segment financial
     information:



                                                   Year ended April 30,
                                              -----------------------------
                                                 2000              1999
                                              -----------       -----------

      Revenues
          Asbestos removal                    $10,114,108       $ 9,819,053
          Environmental services                1,248,462         1,767,437
          Indoor air quality services           1,197,355
                                              -----------       -----------

               Total revenues                 $12,559,925       $11,586,490
                                              ===========       ===========

      Operating income (loss)
        from segments
          Asbestos removal                    $  (600,415)      $  (147,572)
          Environmental services                  (18,781)           77,125
          Indoor air quality services            (350,883)
                                              -----------       -----------

                                                 (970,079)          (70,447)

          Corporate expenses, net                (109,729)          (46,966)
          Interest expense, net                   (83,027)          (24,285)
          Other income, net                        66,423             6,355
          Income tax benefit                      150,063            19,015
                                              -----------       -----------

               Net loss                       $  (946,349)      $  (116,328)
                                              ===========       ===========

      Depreciation and amortization
          Asbestos removal                    $    72,778       $    49,668
          Environmental services                    1,217               608
          Indoor air quality services              53,537
          Corporate                                 1,139
                                              -----------       -----------

               Total depreciation
                and amortization              $   128,671       $    50,276
                                              ===========       ===========


                                      F-24


<PAGE>


                             NESCO Industries, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                             April 30, 2000 and 1999



NOTE R (continued)



                                                     Year ended April 30,
                                                 ----------------------------
                                                    2000                1999
                                                 -----------      -----------

      Capital expenditures
          Asbestos removal                       $    12,025      $   330,701
          Environmental services                                        6,084
          Indoor air quality services                 25,404
          Corporate                                  136,723
                                                 -----------      -----------

               Total capital expenditures        $   174,152      $   336,785
                                                 ===========      ===========

      Identifiable assets
          Asbestos removal                       $ 3,447,037       $3,381,922
          Environmental services                     285,043          366,440
          Indoor air quality services                974,416
                                                 -----------      -----------

               Total assets for
                 reportable segments               4,706,496        3,748,362

      Corporate                                      171,410              197
                                                 -----------      -----------

               Total assets                      $ 4,877,906      $ 3,748,559
                                                 ===========      ===========


NOTE S

Fourth Quarter Adjustments

During the fourth quarter of the fiscal year ended April 30, 2000, the Company
recorded significant adjustments to its accounts, which resulted in increasing
net loss by approximately $545,000. The adjustments for the fiscal year ended
April 30, 2000 were principally attributable to increasing the allowance for
possible losses on accounts receivable and writing off uncollectible account
receivable which totaled approximately $125,000, an unanticipated loss on a job
which totaled approximately $230,000, and accruals for insurance claims,
depreciation expense, consulting and professional fees, and commissions which
totaled approximately $190,000. The increase provision for bad debts was based
on an evaluation of accounts receivable in general at April 30, 2000.

                                      F-25


<PAGE>


                            SUPPLEMENTAL INFORMATION

We have not sent an annual report or proxy statement to security holders in
respect of the fiscal year ending April 30, 2000, or in the current fiscal year.
Such report and proxy statement will be furnished to security holders in
connection with the Company's Annual Meeting. Copies of such material will be
furnished to the Commission when it is sent to security holders.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        NESCO INDUSTRIES INC.


                                        By: /s/ Santo Petrocelli, Sr.
                                           -------------------------------------
                                           Santo Petrocelli, Sr.
                                           President and Chairman
                                           of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                    Title                                 Date
                ---------                                    -----                                 ----
<S>                                        <C>                                               <C>
/s/ Santo Petrocelli, Sr.                  President, Chairman of the Board                  March 5, 2002
----------------------------               and Director
Santo Petrocelli, Sr.

/s/ Lawrence S. Polan                      Chief Financial and Accounting                    March 5, 2002
----------------------------               Officer and Director
Lawrence S. Polan

/s/ Michael J. Caputo                      Chief Operating Officer and Director              March 5, 2002
----------------------------
Michael J. Caputo


/s/ Santo Petrocelli, Jr.                  Director                                          March 5, 2002
----------------------------
Santo Petrocelli, Jr.
</TABLE>



                                       24



<PAGE>


                          INDEX TO EXHIBITS

Exhibit No.            Description
-----------            -----------

3.1*                   Articles of Incorporation as amended

3.2*                   Bylaws as amended

4.1*                   Common Stock Certificate

4.2*                   Incentive Stock Option Plan

16**                   Letter dated June 28, 2000, from Mendelsohn Kary
                       Bell & Natoli LLP re change in certifying accountants

21*                    Subsidiaries

27                     Financial Data Schedules

*    Filed as Exhibits with the Company's Registration Statement on Form 10-SB
     filed with the Commission on November 30, 1999, and incorporated by
     reference herein.

**   Filed as an Exhibit with the Company's Current Report on Form 8-K filed on
     June 30, 2000, and incorporated by reference herein.

                                       25