8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 16, 2003 MICROBEST, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-28137 41-1864003 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 751 Park of Commerce Drive, Suite 122 Boca Raton , FL 33487-3623 (Address of principal executive offices) (Zip Code) Registrant's telephone number; (561) 995-9770 INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Changes in Control of Registrant. None Item 2. Acquisition or Disposition of Assets. None Item 3. Bankruptcy or Receivership. None Item 4. Changes in Registrant's Certifying Accountant. None Item 5. Other The Company has not filed its annual report on FORM 10-KSB for the year ended December 31, 2002 as required pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 as it lacked the audited financial statements required by Item 310 (a) of Regulation S-B. The Company did not have the funds to pay for the audit of the financial statements. Item 6. Resignation of Registrant's Directors. On February 19, 2003 Carter Reames submitted his resignation as a Director of the Company. Mr. Reames explained to the Board that the pressures of his other business interests and the possibility the Company `s common stock may not trade back on the NASD Bulletin Board were factors in his decision. Mr. Reames continues to have positive relationship with the Company, its management and the Board and would consider rejoining the Board should the common stock trading return to a more favorable venue. Item 7. Financial Statements and Exhibits None Item 8. Change in Fiscal Year. None Sales of Equity Securities Pursuant to Regulation S. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Microbest, Inc. --------------- (Registrant) Date: April 16, 2003 /s/ William J. Breslin ------------------- William J, Breslin, Chief Financial Officer

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

FORM 8-K

CURRENT REPORT

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

Date of Report March 15, 2002

MICROBEST, INC.

(Exact name of registrant as specified in its charter)

MINNESOTA		0-28137		41-1864003
(State or other jurisdiction of incorporation)		Commission File Number)		(I.R.S. Employer Identification No.)

751 Park of Commerce Drive, Suite 122 Boca Raton , FL (Address of principal executive offices) 33487-3623 (Zip Code)

Registrant’s telephone number; (561) 995-9770

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

None

Item 2. Acquisition or Disposition of Assets.

None

Item 3. Bankruptcy or Receivership.

None

Item 4. Changes in Registrant’s Certifying Accountant.

None

Item 5. Other

On March 1, 2002 the Company received from Forward Looking Technologies, Inc., (FLT) of Aventura, FL a venture capital group, an extension of the financial commitment made to the Company by FLT on February 16, 2001. The original commitment was for an investment of up to $1 million in common stock of the Company over a period of one year. During the one year term of that commitment the Company received $698,775 for which it issued 5,541,443 restricted shares of common stock without registration in reliance upon section 4 (2) of the Securities Act of 1933.

The new commitment from FLT extends the term of the original commitment for one year up to the balance of the $1 million under the same terms and conditions.

Item 6. Resignation of Registrant’s Directors.

None

Item 7. Financial Statements and Exhibits

Exhibit 1.		Original Financial Commitment from Forward Looking Technologies, dated February 16, 2001
Exhibit 2.		Extension of Financial Commitment from Forward Looking Technologies, Inc., dated March 1, 2002.

Item 8. Change in Fiscal Year.

None

Sales of Equity Securities Pursuant to Regulation S.

None

SIGNATURES

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

		Microbest, Inc.
		(Registrant)
		/s/ Michael J. Troup
Date: March 15, 2002		Michael J. Troup, Chief Executive Officer and Chairman

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