<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 2002


                        Commission File No. 1-000-28137


                                 MICROBEST, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

MINNESOTA                                               41-1864003
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          identification No.)


     751 Park of Commerce Drive, Suite # 122 Boca Raton, Florida 33487-3623
                    (Address of principal executive offices)

                    Issuer's telephone number (561) 995-9770

Check whether the registrant (1) filed all documents and reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 [ ] No [X]

There were 40,635,094 shares of the company's common stock outstanding on May
10, 2002





<PAGE>
                              MICROBEST, INC.
                               BALANCE SHEETS
                    MARCH 31, 2002 AND DECEMBER 31, 2001


<TABLE>
<CAPTION>

                                                                           (Unaudited)
                                                                             March 31,           December 31,
                                                                               2002                2001
                                                                           -----------           ------------
<S>                                                                        <C>                   <C>
                                    ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                               $        --           $        --
   Accounts receivable, net of allowances of $5,400                             51,476                35,465
   Inventories, net                                                             24,673                23,266
                                                                           -----------           -----------

            TOTAL CURRENT ASSETS                                                76,149                58,731

PROPERTY AND EQUIPMENT, net                                                     22,139                26,139

OTHER ASSETS                                                                     5,430                 5,430
                                                                           -----------           -----------

            TOTAL                                                          $   103,718           $    90,300
                                                                           ===========           ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Cash overdraft                                                          $    14,512           $     8,137
   Accounts payable and accrued expenses                                       576,935               535,644
   Current portion of capital lease obligation                                   2,761                 2,761
   Note payable - shareholder                                                  170,000               170,000
   Convertible promissory notes                                                200,000               200,000
   Current portion of litigation settlement payable                              5,000                23,059
                                                                           -----------           -----------

            TOTAL CURRENT LIABILITIES                                          969,208               939,601
                                                                           -----------           -----------

LONG-TERM DEBT:
   Capital lease obligation - long-term portion                                  7,105                 7,105
   Litigation settlement payable - long term portion                            13,422                15,363
                                                                           -----------           -----------

            TOTAL LONG TERM DEBT                                                20,527                22,468
                                                                           -----------           -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
   Preferred stock, 50,000,000 shares authorized, at stated value                  400                   400
   Common stock, 100,000,000 shares authorized, at stated value                 40,635                39,553
   Additional paid-in capital                                                5,059,721             4,949,312
   Note receivable for stock option exercise                                   (22,500)              (22,500)
   Deficit                                                                  (5,964,273)           (5,838,534)
                                                                           -----------           -----------

            STOCKHOLDERS' DEFICIT, NET                                        (886,017)             (871,769)
                                                                           -----------           -----------

            TOTAL                                                          $   103,718           $    90,300
                                                                           ===========           ===========

</Table>


                                        1


<PAGE>

                                 MICROBEST, INC.
                      STATEMENTS OF OPERATIONS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                2002                  2001
                                                            ------------           ------------
<S>                                                         <C>                    <C>
SALES, net                                                  $    175,312           $    200,625

COST OF SALES                                                     85,202                 96,807
                                                            ------------           ------------

            GROSS MARGIN                                          90,110                103,818

ADMINISTRATIVE EXPENSES                                          204,219                266,392
                                                            ------------           ------------

            LOSS FROM OPERATIONS                                (114,109)              (162,574)

INTEREST EXPENSE                                                 (11,630)               (10,053)
                                                            ------------           ------------

            LOSS BEFORE PROVISION FOR INCOME TAXES              (125,739)              (172,627)

PROVISION FOR INCOME TAXES                                            --                     --
                                                            ------------           ------------

            NET LOSS                                        $   (125,739)          $   (172,627)
                                                            ============           ============


LOSS PER COMMON SHARE:
   Basic and diluted                                        $      (0.00)          $      (0.01)
                                                            ============           ============

   Weighted average common shares outstanding                 40,232,064             33,620,022
                                                            ============           ============

</TABLE>







                                       2


<PAGE>


                                 MICROBEST, INC.
           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002


<TABLE>
<CAPTION>
                                    Preferred Stock      Common Stock
                                    ---------------  ---------------------
                                             Stated                                        Note
                                             value,                           Addi-      Receivable
                                    Number    $.01     Number      Stated     tional     for Stock
                                      of      per       # of    value, $001   Paid-in      Option                   Stockholder's
                                    Shares   share     Share     Per Share    Capital     Exercise      Deficit     Deficit, Net
                                    ------   -----   ----------  ---------  -----------   --------    -----------   -------------
<S>                                 <C>      <C>     <C>          <C>       <C>           <C>         <C>            <C>
TOTALS, January 1, 2002             40,020   $400    39,553,276   $39,553   $ 4,949,312   $(22,500)   $(5,838,534)   $(871,769)

Issuance of common stock
 for cash                               --     --     1,081,818     1,082       110,409         --             --      111,491

Net loss for the three
 months ended March 31, 2002            --     --            --        --            --         --       (125,739)    (125,739)
                                    ------   ----    ----------   -------   -----------   --------    -----------    ---------
TOTALS, March 31, 2002              40,020   $400    40,635,094   $40,635   $ 5,059,721   $(22,500)   $(5,964,273)   $(886,017)
                                    ======   ====    ==========   =======   ===========   ========    ===========    =========



</Table>

                                       3





<PAGE>

                                 MICROBEST, INC.
                      STATEMENTS OF CASH FLOWS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>


                                                                 2002                2001
                                                               ---------           ---------
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                    $(125,739)          $(172,627)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                 4,000               3,000
      Common stock issued for services, net                           --              32,000
      Other non cash charges                                          --              16,446
      Changes in certain assets and liabilities:
         Accounts receivable                                     (16,011)            (75,030)
         Inventories                                              (1,407)              1,791
         Accounts payable and accred liabilities                  41,291            (110,696)
         Due to Shareholder                                           --             (13,000)
         Litigation settlement payable                           (20,000)                 --
         Cash overdraft                                            6,375              45,318
                                                               ---------           ---------

            NET CASH USED IN OPERATING ACTIVITIES               (111,491)           (272,798)
                                                               ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITY:
   Change in other assets                                             --                 951
                                                               ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital lease obligation                               --                (460)
   Proceeds from sale of stock                                   111,491             275,000
                                                               ---------           ---------

            NET CASH PROVIDED BY FINANCING ACTIVITIES            111,491             274,540
                                                               ---------           ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             --               2,693

CASH AND CASH EQUIVALENTS, Beginning of period                        --                  --
                                                               ---------           ---------

CASH AND CASH EQUIVALENTS, End of period                       $      --           $   2,693
                                                               =========           =========


</Table>



                                       4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002

NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited interim condensed
financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position of the
Company, the results of its operations and changes in cash flows for the interim
periods presented.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the year ended
December 31, 2001 included in the Annual Report filed on FORM 1O-KSB, which was
filed April 12, 2002.

The results of operations for the interim periods included in this report are
not necessarily indicative of the operating results for the full year

NOTE 2. GOING CONCERN CONSIDERATIONS

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company has incurred
substantial losses since inception, and has not generated sufficient revenues
from its operating activities to cover its expenses. The Company has been able
to stay in operation during the past two years solely because of cash received
from the sale of its common stock to investors (and primarily to one investor
group), and by delaying the payment of its payables. For the three months ended
March 31, 2002, the Company received cash from the sale of its stock totaling
$111,491, all of which was used in operating activities. The Company has no cash
reserves or existing credit facilities to provide liquidity. The Company has a
funding commitment from the above mentioned investor group, which was extended
on March 1, 2002 but if the investor group were to cease its continual infusion
of cash into the Company, the Company would deplete its supply of cash in a
matter of days. These factors, among others, indicate that the Company may not
be able to continue as a going concern.

Management recognizes that the Company must generate additional resources and
attain profitable operations to enable it to continue in business. Management
plans to continue obtaining additional capital through the issuance of common
stock, the issuance of debt, and to obtain operating capital through revenue
growth. The realization of assets and satisfaction of liabilities in the normal
course of business is dependent upon the Company's raising additional growth
capital and resuming and sustaining profitable operations. However, no
assurances can be given that the Company will be successful in these activities.
Should any of these events not occur, the accompanying financial statements will
be materially affected.

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

INCOME TAXES. As of March 31, 2002, the Company has tax net operating loss
carryforwards (NOLs) of approximately $5,320,000, and accordingly no income tax
provision (benefit) is recognized on the financial statements. All deferred
taxes created by NOLs are offset in their entirety by a deferred tax asset
valuation allowance.

EARNINGS (LOSS) PER SHARE. Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" requires companies with complex capital structures or
common stock equivalents to present both basic and diluted earnings per share
(EPS). Basic EPS is calculated by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted EPS is calculated
by dividing net income available to common shareholders by the weighted average
number of common shares and






                                       5
<PAGE>

common stock equivalents. Common equivalent shares are excluded from the
computation in periods in which they have an anti-dilutive effect. The Company's
common equivalent shares include the convertible preferred stock, the
convertible promissory notes, and stock options. Common stock equivalents, if
converted, would increase common shares outstanding at March 31, 2002 and 2001
by 2,533,533 and 2,748,533 shares respectively.

NOTE 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following at each
balance sheet date. The amounts as of March 31, 2002 are as follows: accounts
payable, $201,815; payroll, payroll taxes and related penalties and interest,
$230,934; professional fees, $30,000; accrued interest, $82,448; product
warranty and replacement, $25,000; and other, $6,749. The amounts as of December
31, 2001 are as follows; accounts payable, $220,004; payroll, payroll taxes and
related penalties and interest, $164,390; professional fees, $35,000; accrued
interest, $70,818; product warranty and replacement, $25,000; and accrued sales
taxes and other, $20,432.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The following Management's Discussion and Analysis should be read in conjunction
with the financial statements and related notes thereto that appear elsewhere
herein.

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking statements. These
forward-looking statements include statements regarding marketing plans, capital
and operating expenditures, results of operations, potential utility and
acceptance of our existing and proposed products, and the need for and
availability of additional financing. The forward-looking statements included
herein are based on current expectations and involve a number of risks and
uncertainties. These forward-looking statements are based on assumptions
regarding our business which involve judgments with respect to among other
things, future economic and competitive conditions, future regulations, and
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Although we believe that
the assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, actual results may differ
materially from those set forth in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement
is made. New factors emerge from time to time, and it is not possible for us to
predict all such factors. Further, we cannot assess the impact of each such
factor on the business or the extent to which any factor, or combinations of
factors, may cause actual results to differ materially from those contained in
any forward-looking statement. In light of the significant uncertainties
inherent in the forward-looking information contained herein, the inclusion of
such information should not be regarded as any representation by us or any other
person that our objectives or plans will be achieved.

BACKGROUND AND FINANCIAL HISTORY

Although Microbest Inc. has been in existence since 1993, the Company has not
been able to develop its operating plan to the point where it can sustain
profitable operations. The Company has been involved essentially in product
development and market testing and development since it was founded. In 1997 the
Company began concentrating its marketing efforts in the food service industry
and has been successful in developing a modest presence for its products in that
market. For the past two years the Company has expanded its marketing efforts to
include the Janitorial and Sanitary (Jan/San) Distributor market.

The business of developing, marketing and selling the Company's biological
cleaning products is capital intensive. The Company intends to continue its
selling and marketing efforts and will require additional capital in order to
continue operating at the current level, to expand its business, and to fund
production and development costs. Additional capital financing may not be
available. Without such financing, the Company will not be able to continue at
its present operational level or fully implement its business strategy.

The Company has been unable to generate sufficient cash flow from operations
throughout its history to fund operations, including its marketing development
plans and the concentration of marketing efforts in the food service and Jan/San
industries. For the two years and three months ended March 31, 2002, the company
generated $1,435,787 in net sales. During this same period the company recorded
net losses of $2,133,740. The Company generated $1,385,799 from financing
activities during this period to help fund the shortfall in working capital.




                                       6
<PAGE>

LIQUITY AND CAPITAL RESOURCES

On February 16, 2001 the Company received a one-year $1,000,000 financial
commitment, from Forward Looking Technologies Inc., (FLT), a venture capital
group specializing in funding emerging growth technology companies, with an
emphasis on solutions to pressing environmental issues. During the term of the
original commitment (ending February 28, 2002) 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 stock was
issued at a 25% discount to the market, in accordance with the terms of the
commitment. The commitment expired on February 28, 2002. On March 1, 2002 , FLT
extended its financial commitment under the same terms and conditions for one
more year for the balance of the $1,000,000. For a short time after the
disasters of September 11, 2001, FLT had some liquidity restrictions and was not
able to meet the Company's take down funding request on a timely basis. This
situation is now corrected. Since the extension of the commitment, through March
31, 2002, the Company received an additional $46,491 from FLT.

For the three months ended March 31, 2002 the Company issued 1,081,818 shares of
common stock to FLT for $111,491 cash as restricted under rule 144, in reliance
on Section 4 (2) of the Securities Act of 1933. Accredited investors have
provided the funds necessary to cover the Company's shortfall in working capital
during the three month period.

The Company raised substantially all its invested funds through the private
sales of its common stock relying on exemptions from registration under the
Securities Act of 1933. These sales of stock are costly to the Company because
of the decline in the market price of the Company's common stock over the past
few years. The low bid price dropped to a low of $.05 after being removed from
the OTC/BB on January 20, 2000 because of Rule 6530.For the past two years the
shares have traded as low as $0.04 per share on the National Quotation Bureau's
Electronic Quote System. If the Company is unable to raise additional capital in
the future through the sale of its common stock or is unable to find alternative
sources of investor funds, the Company's ability to continue will be in
jeopardy.

Due to insufficient cash generated from operations, the Company presently does
not have cash available to pay its already incurred accounts payable and other
liabilities. Obligations are being met on a week-to-week basis as cash becomes
available. There can be no assurance given that the Company's present flow of
cash, both from operations and the FLT financial commitment, will be sufficient
to meet current and future obligations. The Company continues to require
additional investment capital to fund operations and development. As such, these
factors, as well as other factors discussed in "financial condition" below,
raise substantial doubt about the Company's ability to continue as a going
concern.

THE FOLLOWING TABLE SUMMARIZES THE COMPANY'S CONDENSED FINANCIAL POSITION AND
CONDENSED OPERATING RESULTS FOR THE PERIODS INDICATED:

                                            $ In thousands
                                       ----------------------
                                       March 31        Dec. 31
                                         2002            2001
                                       --------         -----
BALANCE SHEET DATA

Current Assets                          $  76           $  59
Current Liabilities                     $(969)          $(940)
                                        -----           -----
Working Capital (Deficit)               $(893)          $(881)

Total Asset                             $ 104           $  90
Total Liabilities                       ($990)          ($962)
                                        -----           -----
 Stockholders Equity (Deficit)          $(886)          $(872)
                                        -----           -----

                                               Three Months Ended
                                                    March 31
                                             ---------------------
                                              200             2001
                                             -----           -----
STATEMENT OF OPERATIONS DATA

Net Sales                                    $ 175           $ 201
Gross Margin                                 $  90           $ 104
Expenses
Salaries Wages & Benefits                    $ 117           $ 147
Occupancy and administration Costs           $  27           $  31
Travel                                       $  13           $  33
Professional Fees                            $  16           $  16
Marketing Expenses                           $  31           $  40
Interest Expense                             $  12           $  10
                                             -----           -----
Total Expenses                               $ 216           $ 277
Net Income (Loss)                            $(126)          $(173)
                                             -----           -----





                                       7
<PAGE>

FINANCIAL CONDITION

The Company's working capital deficit increased slightly between December 31,
2001 and March 31, 2002 as the increase in current payables was larger than the
increase in accounts receivable and inventory.

The Company has $201,815 in trade accounts payable as of March 31, 2002, of
which $150,479 is over ninety days past due, and $93,697 of which is over one
year old. Eight vendors have instituted collection proceedings against the
Company relative to these past due obligations. One claimant was granted a
default judgment in the amount of $11,436 and another vendor is threatening a
suit for $10,714. Management is handling each claim separately and to date has
been generally successful in working out amicable settlements. The majority of
the Company's creditors have been gracious in working with management to resolve
this problem.

The Company was delinquent in depositing some of its payroll taxes in periods as
far back as December 1997. According to IRS records, the Company owed $184,433
in taxes, penalties and interest as of July 20, 2001. On July 24, 2001, the
Company entered into an installment agreement with the IRS to pay $5,000 per
month to settle this obligation. All amounts due per the IRS have been accrued
by the Company and are included on the balance sheet ($164,390 at both December
31, 2001 and March 31, 2002).

As a result of cash flow problems, the Company is delinquent on four of its
monthly payments under the installment agreement as of March 31, 2002 and is
currently working with the IRS on an Offer In Compromise for a more equitable
settlement of this issue as well as a modification of the payment terms of the
installment agreement. The IRS has filed a tax lien against the Company to
secure its position.

The Company's accumulated operating deficit as of March 31 2002 is $5,964,273
and is directly attributable to the inability to increase sales quickly enough
to fund the marketing efforts that, in the opinion of management, are necessary
to realize the required level of revenues to attain profitable operations. This
operating deficit is offset by $5,078,256 in the Company's capital accounts
reflecting the equity it has been able to record through issuances of its common
and preferred stock. The financial shortfall of this strategy is that it
requires the continuous infusion of investment capital to keep the Company
running and creates an environment where ongoing commitments (including payroll
and operating expenses) are met on a week-to-week basis. The danger is that the
Company may run out of funds to continue sales and marketing efforts before it
can achieve a sustaining level of sales. The Company has no plans to increase
further the number of employees or for significant capital expenditures until
sufficient investment capital is raised or until revenues increase
substantially.

OPERATING RESULTS

The Company's sales for the first quarter 2002 were $175,312, a decrease of
$25,313 from the same period in the prior year reflecting the softness in the
foodservice market the company started experiencing in the fourth quarter last
year when sales were $35,000 less than the fourth quarter 2000. Management
believes these reductions are temporary and is primarily a reaction by customers
to the disaster of September 11th events and the resultant slow down in the
economy. The reductions in 2002 in cost of sales and gross profits are directly
related to the reduction in sales.

Salaries Wages & Benefits decreased in the 2002 first quarter because of reduced
sales commissions and the elimination of one sales position as an economy
measure.



                                       8
<PAGE>

Occupancy and administrative costs were reduced $4,000 in 2002 as economy
measures by cutting back on long distance telephone, office supplies and other
office expenses.

Travel was significantly curtailed in 2002 as a cost cutting move.

Marketing expenses were lower in 2002 reflecting reductions in payments to
outside sales consultants and discretionary marketing expenses were also
curtailed as cost cutting moves.

PLAN OF OPERATION

The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company has incurred
losses for the last five years and has an accumulated deficit from operations of
$5,964,273 at March 31, 2002. Management recognizes that the Company must
generate additional financial resources to enable it to continue operations and
is presently working on receiving financing commitments in this regard.

The realization of assets and the satisfaction of liabilities in the normal
course of business is dependent upon the Company obtaining additional equity
capital and ultimately achieving profitable operations. However, no assurances
can be given that the Company will be successful in these activities. Should any
of these events not occur, the Company's financial condition will be materially
affected.

The Company plans to continue its current strategy of developing a presence for
its products in the food service industry. Additionally, work needs to continue
on rounding out the product line and expanding penetration into other target
markets. This strategy will continue to require additional ongoing investor
financing. While management of the Company believes it will be able to arrange
the necessary financing to support its plan, if it is unable to, there is
substantial doubt that the Company will be able to continue.

As described above the Company's expenditures to date have greatly exceeded its
revenues even though those revenues have shown growth from year to year prior to
2001 when sales growth was interrupted. The Company believes sales growth will
continue and plans to continue its aggressive market development plan. As
indicated above, the operations of the Company have been financed primarily with
funds provided by a small group of accredited investors. Management of the
Company believes this group will continue funding the Company's operating plan
until it is financially successful. On March 1, 2002, the Company received a one
year extension of the February 16, 2001$1,000,000 funding commitment it received
from one of these investors which management believes will provide for the
Company's financial needs through the first half of 2002.

RECENT SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, BUSINESS COMBINATIONS. SFAS
No. 141 addresses financial accounting and reporting for business combinations
and supersedes Accounting Principles Board Opinion ("APB") No. 16, BUSINESS
COMBINATIONS, and SFAS No. 38, ACCOUNTING FOR PREACQUISITION CONTINGENCIES OF
PURCHASED ENTERPRISES . All business combinations in the scope of SFAS No. 141
are to be accounted for under the purchase method. The adoption of SFAS No. 141
did not have an impact on our financial position, results of operations or cash
flows.

In July 2001, the FASB also issued SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
ASSETs. SFAS No. 142 addresses financial accounting and reporting for intangible
assets acquired individually or with a group of other assets upon their
acquisition. SFAS No. 142 also addresses financial accounting and reporting for
goodwill and other intangible assets subsequent to their acquisition. With the
adoption of SFAS No. 142, goodwill is no longer subject to amortization. Rather,
goodwill will be subject to at least an annual assessment for impairment by
applying a fair value-based test. The impairment loss is the amount, if any, by
which the implied fair value of goodwill is less than the carrying or book
value. SFAS No. 142 is




                                       9
<PAGE>

effective for fiscal years beginning after December 15, 2001 and the Company
expects no impact from its adoption.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 supercedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
and APB No. 30, Reporting the Results of Operations - Reporting the Effects of
the Disposal of a Segment Business and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. SFAS No. 144 establishes a single accounting
model for assets to be disposed of by sale whether previously held and used or
newly acquired. SFAS No. 144 retains the provisions of APB No. 30 for
presentation of discontinued operations in the income statement, but broadens
the presentation to include a component of an entity. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001 and the interim periods
within. The adoption of SFAS No. 144 will not have a material impact on our
financial position, results of operations or cash flows.

                            PART II OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

RECENT ISSUANCES OF UNREGISTERED SECURITIES

During the three month period ended March 31, 2002 the Company issued 1,081,818
restricted shares of common stock for cash of $111,491 all without registration
in reliance upon section 4 (2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is in default on monthly cash interest payments of $1,000 per month
for six months on a $100,000 note payable. The Company is also in default on 4
monthly payments of $5,000 each, due under the terms of an installment agreement
with the IRS.

ITEM 5. OTHER INFORMATION

SECTION 13 (D-G) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 13 (D) of the Securities Exchange Act of 1934 and the rules there under
require persons (including officers and directors) who beneficially own more
than five percent of a registered class of the Company's equity securities to
file reports (on Schedule 13 G or 13 D) of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies.

Two Schedules 13 G required to be filed in accordance with the above regulations
were not timely filed in the first quarter 2002 because of a misunderstanding by
management of the Company. The delinquent reports are in the process of being
filed. Management of the Company is not aware of any other persons who have not
met the requirements of Section 13 (D)

LETTER OF INTENT TO ACQUIRE THE CHEMICAL DIVISION OF PURITY PRODUCTS, INC.

On May 6, 2002 the Company and Purity Products, Inc., a privately owned Miami
based company signed a Letter of Intent regarding the acquisition by Microbest
of Purity's Chemical Division. The acquisition is subject to the completion of
due diligence, the execution of a definitive agreement and approval by the
Boards of Directors of the companies.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

FORM 8-K issued on March 15, 2002, extending the FLT funding commitment.

The Letter of Intent to acquire the chemical division of Purity Products, Inc.
is filed as an exhibit to this Form 10-QSB.



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<PAGE>

                                    SIGNATURE

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


                               Date: May 15, 2002



                                       Microbest, Inc.

                                       /s/ Michael J. Troup
                                       -----------------------------------------
                                           Michael J. Troup, President







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