UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): December ~~July 7~~20, ~~2003~~ 2004

MICROBEST, INC.

(Exact name of registrant as specified in its charter)

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

5840 Corporate Way, Suite 200
West Palm Beach, FL		33407
(Address of principal executive offices)		(Zip Code)

5840 Corporate Way, Suite 200, West Palm Beach , FL 33407

~~Registrant’s telephone~~(Address ~~number:~~of ~~(561~~Principal Executive Office) ~~995-9770~~(Zip Code)

~~Item~~(561) ~~4. Changes in Registrant’s Certifying Accountant.~~ 995-9770

~~On July 7, 2003, Ahearn, Jasco + Company, P. A.~~ (~~“AJC”) provided a letter to the Board of Directors of Microbest, Inc. (the “~~Registrant~~”), in which they resigned as the Registrant~~’s ~~independent~~telephone ~~auditors and certified public accountants. See AJC’s July 7~~number, ~~2003~~including ~~letter~~area ~~attached to this Form 8-K as Exhibit 16(a~~code).

~~During~~Not the period of AJC’s engagement, there were no disagreements between the Registrant and AJC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of AJC, would have caused AJC to make reference thereto in connection with their report to the subject matter of the disagreements. The accountants’ report on the financial statements of the Registrant for the fiscal years ended December 31, 2001 and 2000 contained within the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty or audit scope or accounting principles, except to express doubt as to the Registrant’s ability to continue as a going concern. Applicable

~~The~~(Former ~~Registrant~~Name ~~has requested~~or ~~that~~Former ~~AJC provide it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of AJC’s letter~~Address, ~~dated~~If ~~July~~Changed ~~16,~~Since ~~2003,~~Last ~~is filed as Exhibit 16(b) to this Form 8-K~~Report. )

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~The~~¨ ~~Company~~Written iscommunications ~~not in compliance with the reporting requirements~~ pursuant to ~~Section~~Rule 13425 orunder ~~15(d) of~~ the Securities ~~Exchange~~ Act of(17 ~~1934~~CFR in that it filed Form 10-QSB for the quarter ended September 30, 2002 without the required review by an independent accountant; it has not filed Form 10-KSB, for the year ended December 31, 2002; it has not filed Form 10-QSB, for the quarter ended March 31, 2003 and anticipates it will not timely file Form 10-QSB for the quarter ended June 30, 2003, all because the Company lacks the funds to pay its independent auditor for the required audit and reviews230. 425)

~~The~~¨ ~~Company~~Soliciting ~~continues~~material topursuant ~~be unable~~ to ~~generate~~Rule ~~positive~~14a-12 ~~cash~~under ~~flow from operations. The Company had previously met~~ the ~~shortfall~~Exchange inAct ~~its~~(17 ~~cash~~CFR ~~flow through the private placement sale of unregistered shares of its common stock~~240. 14a-12)

In¨ ~~the~~Pre-commencement ~~fall~~communications ofpursuant ~~2002 the NASD blocked the return of trading of the Company’s common stock~~ to ~~the~~Rule ~~OTC/BB,~~14d-2(b) ~~because~~under ~~of a legal matter involving major stockholders, which does not involve~~ the ~~Company.~~Exchange ~~This~~Act ~~action by the NASD has effectively removed this source of funding to the Company~~(17 CFR 240.14d-2(b)) ~~Management continues to seek a resolution to this problem but can give no assurance that it will be successful.~~

On¨ ~~May~~Pre-commencement ~~31,~~communications ~~2003~~pursuant ~~the Company closed its executive offices at 751 Park of Commerce Drive, Suite 122, Boca Raton, FL 33487 as an economy measure and moved~~ to ~~smaller~~Rule ~~executive~~13e-4(c) ~~offices~~under atthe ~~5840~~Exchange ~~Corporate~~Act ~~Way, Suite 200, West Palm Beach, FL 33407~~(17 CFR 240. 13e-4(c))

Item 75.02 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Principal Officers; Election of Directors; Appointment of Principal Officers

c)On ~~Exhibits~~December 1, 2004 William J. Breslin, CFO resigned as an Officer and Director of the Company.

16Item ~~Letters~~9.01 reFinancial ~~Change~~Statements ofand ~~Certifying Accountant~~ Exhibits

	Exhibit		Description

	17.1		Letter of resignation from William J. Breslin

~~SIGNATURES~~ 2

~~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.~~ SIGNATURE

				MICROBEST, INC.
				(Registrant)
Date July 22, 2003				/s/ Michael J. Troup
				Michael J. Troup, Chief Executive Officer and Chairman

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

	MICROBEST, INC.


Dated: December 20, 2004	By:	/s/ MICHAEL J. TROUP
		Michael J. Troup Chief Executive Officer and Chairman
		Michael J. Troup Chief Executive Officer and Chairman

~~Exhibit Index~~ 3

ExhibitNumber		Exhibit Description
16.1		Letter re Change of Certifying Accountant
16.2		Letter

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