<PAGE>

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

                              FORM 10-KSB/A-NO. 1


(MARK ONE)       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
   (X)               OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

   ( )         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD____________________TO______________________.
                         COMMISSION FILE NO. 000-24470

                                  NESCO, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                OKLAHOMA                               73-1296420
    (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

   12331 EAST 60TH STREET, TULSA, OK                      74146
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (918)250-2227

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                  Title of class: Common Stock, $.01 Par value

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

        Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the 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____________.

        State issuer's revenues for its most recent fiscal year: $40,606,000

        The aggregate market value of the voting stock held by non-affiliates
of the registrant computed using the average of the high and low sales prices
at which the stock sold on March 1, 2001 was $25,285,000.

        The number of shares outstanding of each of the issuer's classes of
common stock as of February 28, 2001 is shown below:

               TITLE OF CLASS                   NUMBER OF SHARES
        Common Stock, $.01 Par Value              OUTSTANDING
                                                   9,325,855
     DOCUMENTS INCORPORATED BY REFERENCE

  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES / /; NO /X/.



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This Amendment No. 1 on Form 10-KSB/A to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000 is being filed to add the
information required to be set forth in Part III.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Directors of the Company are:

<TABLE>
<CAPTION>
Name                Age    Position
----                ---    --------
<S>                 <C>    <C>
Eddy L. Patterson    59    Director, Chairman and Chief Executive Officer
James Howell         47    Director, President
Edward R. Foraker    62    Director
Dallin Bagley        62    Director
Robert D. Sumner     59    Director
</TABLE>


The business background of the Directors follows:

    Eddy L. Patterson has served as Chairman, Chief Executive Officer and a
director of the Company since May 1989. He has started and built several
companies including a manufacturing firm and oil and gas production operations.

    James Howell has served as President of the Company since June, 1998.
Mr. Howell was elected to serve as a director in May, 2000. He received a B.S.
degree from Oklahoma State University in Agricultural Engineering. Mr. Howell
has held marketing and management positions with several national companies
including Network Security Corporation and Mosler, Inc. Mr. Howell joined the
Company in 1989 as Director of Marketing, served as the Vice President-Marketing
since January 1, 1995 and was elected as President in June, 1998.

    Edward R. Foraker has served as a director of the Company since April 1994.
Since 1970, Mr. Foraker has served as President and Chairman of the Board of
Directors of ECC Energy Corporation and its predecessor corporations.
Mr. Foraker also served as President of WestAmerica Investment Group, Inc. until
its sale in 1997. ECC Energy Corporation engages in coalbed methane gas
exploration, development and production and oil field service contracting. ECC's
headquarters is located in Dewey, Oklahoma.

    Dallin Bagley has served as a director of the Company since February, 1999.
Mr. Bagley began practicing law in 1996. During the past six years Mr. Bagley
has served as Vice President of National Financial Services, Inc., a computer
back-up accounting firm for health and fitness clubs. Mr. Bagley is also
currently a director of Tunex International, a chain of automotive engine
performance and service centers, and Gentner Communications Corporation, a
corporation that provides technology, service, and educational solutions for
U.S. and international communications markets. Mr. Bagley received a Juris
Doctorate in 1965 from the University of Utah College of Law.

    Robert W. Sumner has served as a director of the Company since May, 2000.
Mr. Sumner is the owner of Horne Oil Company, Enid, Oklahoma, a provider of fuel
and lubricants. Mr. Sumner has been with that company since 1983 and has served
as president since 1995.

    EXECUTIVE OFFICERS

    Executive Officers that are not directors of the Company and their business
backgrounds are as follows:


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Larry G. Johnson, Vice President, Secretary-Treasurer and Chief Financial
        Officer, age 55, has served in these capacities since January 1,
        1995. Mr. Johnson also has served as the President of Lab One since
        March 1993. Mr. Johnson has been employed by the Company since 1993.
        From April 1992 to January 1993, Mr. Johnson served as a consultant to
        the Company. From 1971 to 1991, Mr. Johnson was employed by Broken
        Arrow Federal Savings and Loan and served as President and Chief
        Executive Officer for 16 of those years.  Mr. Johnson holds an
        M.B.A. degree from the University of Tulsa.

Chuck Nance, Vice President-Operations, age 54, has over 20 years of experience
        in service station construction and underground storage tank
        installation. Mr. Nance joined the Company in 1991 as a project
        manager and is licensed in several states to perform all aspects of
        underground storage services. Mr. Nance was named Vice President-
        Operations on January 1, 1995. Prior to joining the Company, Mr. Nance
        was a construction manager for over nine years with Petroleum Marketers
        Equipment Company, Inc.

Robert Watson, Controller, age 54, received his degree, with honors, from the
        University of Arkansas in 1969. With over 20 years experience as a
        CPA, including seven years with the international firm of Arthur Young
        & Co. (now Ernst & Young LLP), he joined NESCO in 1996. Mr. Watson was
        the Controller and Corporate Secretary-Treasurer for Lake Country
        Beverage, Inc. from October 1986 to November 1995 and was a business
        consultant from November 1995 to May 1996. Mr. Watson oversees all
        day to day corporate accounting functions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and shareholders who own more than 10%
of the Company's outstanding common stock to report to the Securities and
Exchange Commission their initial ownership of the common stock and any
subsequent changes in that ownership and to furnish the Company with a copy of
each report. The regulations of the Securities and Exchange Commission impose
specific due dates for such reports, and the Company is required to disclose
in this Proxy Statement any failure to file by these dates during and with
respect to fiscal year 2000.

To the Company's knowledge, based solely on review of the copies of the
reports furnished to the Company and written representations that no other
reports were required during and with respect to fiscal 2000, all Section
16(a) filing requirements applicable to its officers, directors and holders of
more than 10% of its outstanding shares of common stock were complied with.

ITEM 10. EXECUTIVE COMPENSATION

BOARD COMPENSATION

The Company pays each non-employee member of its Board of Directors $1,250 for
each quarterly Board meeting which he attends. Directors are not compensated
for special meetings. Directors are not currently reimbursed for their
expenses incurred in attending meetings.

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the annual and
long-term compensation for the Chairman of the Board and Chief Executive
Officer and two other officers of the Company. Because no other executive
officer of the Company received cash compensation exceeding $100,000 during
the year ended December 31, 2000, no disclosure pertaining to other executives
is required or provided.



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<PAGE>

<TABLE>
<CAPTION>
                                          Summary Compensation Table
                                                                      Long Term Compensation
                                                                      ----------------------
                                                                          Awards         Payments
                                                                -----------------------  --------
                                 Annual Compensation            Restricted   Securities
                       ---------------------------------------    Stock      Underlying    LTIP
Name and                                          Other Annual    Awards     Options/     Payouts     All Other
Principal Position     Year    Salary     Bonus   Compensation     ($)         SAR(#)       ($)     Compensation
------------------     ----    ------     -----   ------------    ------     ----------   -------   ------------
<S>                    <C>    <C>        <C>      <C>           <C>          <C>         <C>        <C>
Eddy L. Patterson,     2000   $238,559   $50,000       (1)
Chairman & Chief       1999   $200,000   $     -       (1)
Executive Officer      1998   $148,077   $25,000       (1)

James Howell           2000   $140,439   $10,000       (1)
President              1999   $111,260   $     -       (1)
                       1998   $ 86,094   $     -       (1)                      25,000(2)

Larry G. Johnson       2000   $105,160   $ 9,000       (1)
Vice President &       1999   $ 81,308   $     -       (1)
Secretary-Treasurer    1998   $ 72,840   $     -       (1)
</TABLE>

-----------------
(1) Other annual compensation did not exceed the lesser of $50,000 or 10% of the
    executive's annual salary and bonus for any of the executive officers.

(2) In June, 1998, Mr. Howell was awarded options to acquire 25,000 shares with
    an exercise price of $2.00 per share. This expiration of this of these
    options was extended from June 1, 2000 to June 1, 2001.

                Aggregate Option Exercises in Last Fiscal Year
                      and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
                                                    Number of Securities
                                                   Underlying Unexercised       Value of Unexercised
                                                     Options at Fiscal        In-the-Money Options at
                                                       Year-End (#)             Fiscal Year-End ($)
                   Shares Acquired      Value          Exercisable/                Exercisable/
Name               on Exercise (#)   Realized ($)      Unexercisable             Unexercisable(1)
----               ---------------   ------------  ----------------------     -----------------------
<S>                <C>               <C>           <C>                        <C>
Eddy L. Patterson         -               -                   0/0                        $0/0
James Howell              -               -              45,000/0                   $20,000/0
Larry G. Johnson          -               -              16,000/0                        $0/0
</TABLE>

-----------------
    The value of the unexercised in-the-money options is calculated by
multiplying (a) the difference between (i) the closing price of $3.00 for the
last business day of the fiscal year ended December 31, 2000, and (ii) the
option exercise price by (b) the number of securities underlying the options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information as of April 6, 2001,
regarding the ownership of the Company's common stock by (a) all persons known
by the Company to be beneficial owners of more than 5% of the outstanding common
stock, (b) each director and nominee for director of the Company, (c) each of
the executive officers of the Company named in the Summary Compensation Table in
Item 10 above, and (d) all executive officers and directors of the Company as a
group. There is no other class of securities of the Company entitled to vote at
the Annual Meeting.


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<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                             AMOUNT AND NATURE
OF BENEFICIAL OWNER                          OF BENEFICIAL OWNERSHIP     PERCENT OF CLASS
-------------------                          -----------------------     ----------------
<S>                                          <C>                         <C>
Eddy L. Patterson                               3,019,658 shares               32.4%
12331 E. 60th St.
Tulsa, Oklahoma 74146

E.R. Foraker                                      293,678 shares(1)             3.1%
4141 North Scottsdale Road
Suite 100
Scottsdale, Arizona 85251

Dallin Bagley                                   1,442,500 shares               15.5%
2350 Oakhill Drive
Salt Lake City, Utah  84121

Robert W. Sumner                                  339,885 shares                3.6%
2822 Oakleaf Circle
Enid, Oklahoma 73703

Wesley Hill                                       587,490 shares                6.3%
1625 West Owen K. Garriott
Suite D
Enid, Oklahoma 73703

James Howell                                       69,574 shares(2)              .7%
1425 Jamestown
Edmond, Oklahoma 73003

Larry G. Johnson                                   34,807 shares(3)              .4%
10208 East 89th Street North
Owasso, Oklahoma  74055

All directors and executive officers as
a group of nine persons                         5,832,592 shares               62.5%
</TABLE>

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

(1) Mr. Foraker's beneficial shares of 293,678 shares include 6,806 shares owned
    by his wife, 5,000 shares owned by his children, and 90 shares owned by his
    grandchildren. Mr. Foraker disclaims beneficial ownership of such shares.

(2) Mr. Howell's shares include stock options for 45,000 shares which are fully
    exercisable.

(3) Mr. Johnson's shares include stock options for 16,000 shares which are fully
    exercisable.

Except as otherwise indicated, all of the persons named above have sole voting
and investment power with respect to the shares beneficially owned by them.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is building an office building and warehouse in Oklahoma City, and
Company offices in Norman, Edmond, and Oklahoma City will be combined at the
new facility. On November 9, 2000, the Company sold the partially completed
building to Eddy L. Patterson, Chairman and CEO of the Company. The selling
price of the completed building was $1,213,750, of



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<PAGE>

which $500,000 was paid at closing with the remainder to be paid at completion
of the construction and occupancy of the building. On January 1, 2001, the
Company entered into a lease agreement with Mr. Patterson in which the Company
will lease the premises from Mr. Patterson. The lease has a term of 10 years
with an initial monthly lease payment of $11,783. At the end of four years the
lease payment will be increased to $12,372 per month. At the end of eight
years the lease payment will be increased to $12,991. Mr. Patterson and the
Company entered into the agreement and lease to facilitate the financing of
the construction of the property. Mr. Patterson expects to sell the project
and assign his rights under lease to a third party. The board of directors
ratified the transaction on December 12, 2000. The Company's cost to acquire
the land and construct the building is estimated to be $1,124,000 of which
$623,000 has been incurred at December 31, 2000.


                                   SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, Registrant
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, May 2, 2001.



                                        NESCO, Inc.

                                        By: /s/ Larry G. Johnson
                                           -----------------------------------
                                        Larry G. Johnson
                                        Vice President & Secretary-Treasurer






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