~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT REPORT~~ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~September 1729, 2005

ABLEST INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10893	65-0978462
(State or other jurisdiction	(Commission File Number)	(I.R.S. Identification No.)
of incorporation)
1901 Ulmerton Road, Suite 300, Clearwater, Florida		33762
(Address of principal executive offices)		(Zip Code)
(727) 299-1200
(Registrant’s telephone number, including area code)


Delaware (State or other jurisdiction of incorporation)		1-10893 (Commission File Number)		65-0978462 (IRS Employer Identification No)

Not Applicable


1901 Ulmerton Road, Suite 300, Clearwater, Florida		33762
(Address of principal executive offices)		(Zip Code)

(~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code): ~~last report~~(727) 299-1200

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the~~Applicable ~~filing~~(Former ~~obligation~~name ofor ~~the~~former ~~registrant~~address, ~~under~~if ~~any~~changed ofsince ~~the~~last ~~following provisions:~~ report)

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230 .425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b) under~~ satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~TABLE~~o OFWritten ~~CONTENTS~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230,425)

~~Item~~o ~~1.01.~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under ~~Item~~the ~~2.02.~~Exchange ~~Results~~Act of(17 ~~Operations~~CFR ~~and Financial Condition Item 9~~240.~~01 Financial Statements and Exhibits SIGNATURE Ex~~14a-~~10.1 Indemnification Agreement Ex-99.1 February 22, 2005 Press Release~~12)

~~Table~~o ofPre-commencement ~~Contents~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

On February 17, 2005, the Company entered into an indemnification agreement with each of each of Charles H. Heist, Ronald K. Leirvik, W. David Foster, Donna R. Moore, Richard W. Roberson and Charles E. Scharlau, as members of the board of directors of the Company, and Kurt R. Moore, as a member of the board of directors of the Company and as an executive officer (the “Indemnification Agreements”). In general, the Indemnification Agreements provide the directors and executive officers listed above with contractual rights to indemnification and advancement or reimbursement of expenses to the fullest extent permitted by Delaware law in connection with any and all expenses, judgments, fines, ERISA excise taxes, penalties, and amounts paid in settlement incurred by the directors or executive officers as a result of their service to, and actions on behalf of, the Company. The Company’s Certificate of Incorporation currently provides that the Company is required to indemnify its officers and directors to the fullest extent allowable under applicable law. The form of Indemnification Agreement between the Company and the officers and directors listed above is filed as Exhibits 10.1 to this Form 8-K and incorporated herein by this reference.


Item 1.01.		Entry Into a Material Definitive Agreement.

		On September 29, 2005, Ablest Inc. (the “Company”) entered into a Services Agreement and License & Support Agreement with VCG, Inc. for the installation, maintenance and support of a new front-office system, StaffSuite®, to be utilized in connection with the Company’s commercial and professional staffing operations.

		On September 30, 2005, the Company entered into a Professional Services Agreement (including Proposal for Implementation) with IDEAL Consulting, Inc. for the installation of Great Plains® software for use in connection with the Company’s back-office systems, including its corporate accounting, finance, human resources and customer service processes.

		The Company estimates that the installation of these two software systems will cost an aggregate of approximately $1.6 million, payable in installments through the third quarter of 2006. The Company anticipates that the two systems will be installed and fully operational by July 2006, although no assurances can be given in this regard.

		A copy of the Company’s press release, dated October 5, 2004, announcing the execution of the foregoing agreements is filed as Exhibit 99.1 to this Current Report on Form 8-K. The services Agreement and License & Support Agreement with VCG, Inc. and the Professional Services Agreement (including Proposal for Implementation) with IDEAL Consulting, Inc. are filed as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K, and the foregoing descriptions of such agreements are qualified in their entirety by reference to such exhibits, which are hereby incorporated by reference.

		The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Exchange Act of 1934, including statements regarding the Company’s expectations, hopes, beliefs, intentions, or strategies regarding the future. Forward-looking statements include statements regarding, among other things, the estimated cost and timing of the installation of two software systems and the anticipated benefits to the Company therefrom. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. All forward-looking statements included in this document are based on information available to the Company on the date hereof and the Company assumes no obligation to update any such forward-looking statement. Prospective investors should also consult the risks described from time to time in the company’s Reports on Forms 8-K, 10-Q and 10-K and Annual Reports to Shareholders.

~~Item~~ 2~~.02. Results of Operations and Financial Condition~~

OnItem ~~February 22, 2005, Ablest Inc~~9.01. ~~issued~~Financial aStatements ~~press release announcing financial results for the year~~ and ~~quarter ended December 26, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report.~~ Exhibits

~~The~~(d) ~~information in this Item 2~~Exhibits.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits


Exhibit No.		Description

10.1		VCG Services Agreement, dated September 29, 2005, between VCG, Inc. and Ablest Inc.

10.2		VCG License & Support Agreement, dated September 29, 2005, between VCG, Inc. and Ablest Inc.

10.3		Professional Services Agreement (including Proposal for Great Plains Implementation), dated September 30, 2005, between Ablest Inc. and IDEAL Consulting, Inc.

99.1		Press Release, dated October 5, 2005

~~(c) Exhibits~~3

Exhibit No.		Description
10.1		Form of Indemnification Agreement dated February 17, 2005 with each of Charles H. Heist, Ronald K. Leirvik, W. David Foster, Donna R. Moore, Richard W. Roberson, Charles E. Scharlau, and Kurt R. Moore
99.1		Press Release dated February 22, 2005 issued by Ablest Inc.

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ABLEST INC.
October 4, 2005	By:	/s/ Kurt R. Moore
		Kurt R. Moore
		President and Chief Executive Officer

~~SIGNATURE~~4

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused~~INDEX ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

		Ablest Inc.
Exhibit No.	Description
February 22, 2005	By:	/s/ Vincent J. Lombardo
10.1	VCG Services Agreement, dated September 29, 2005, between VCG, Inc. and Ablest Inc.
		Vincent J. Lombardo,
10.2	VCG License & Support Agreement, dated September 29, 2005, between VCG, Inc. and Ablest Inc.
		Vice President, Chief Financial Officer, Secretary and Treasurer
10.3	Professional Services Agreement (including Proposal for Great Plains Implementation), dated September 30, 2005, between Ablest Inc. and IDEAL Consulting, Inc.
99.1	Press Release, dated October 5, 2005

3E-1

EXHIBIT LIST

The following exhibit is filed herewith.

Exhibit No.		Description
10.1		Form of Indemnification Agreement dated February 17, 2005 with each of Charles H. Heist, Ronald K. Leirvik, W. David Foster, Donna R. Moore, Richard W. Roberson, Charles E. Scharlau, and Kurt R. Moore
99.1		Press Release dated February 22, 2005 issued by Ablest Inc.

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