================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 1O-QSB



/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                      FOR THE QUARTER ENDED June 30, 2005

                         COMMISSION FILE NO. 333-107826

                          GAMBINO APPAREL GROUP, INC.
                 (formerly INTELLIGENT SECURITY NETWORKS, INC.)
                            -------------------------
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                  02-0656132
                 --------                                  ----------
       State or other jurisdiction of                   I.R.S. Employer
       incorporation or organization)                 Identification Number)

   186 No. Federal Hwy., Deerfield Beach, FL                  33441
   -----------------------------------------                  -----
   (Address of principal executive offices)                 (Zip Code)

                                 (954) 425-8787
                           (Issuer's Telephone Number)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes /x/ No / /

         Transitional Small Business Disclosure Format: Yes / / No /X/

         The number of shares outstanding of each of the registrant's classes of
common stock as of April 24, 2006 is 12,648,479 shares of $.001 par value common
stock. The Aggregate market value of Shares of Common Stock held by
non-affiliates, based upon a bid price of $.10 on April 24, 2006 is $867,210.




<PAGE>


                           GAMBINO APPAREL GROUP, INC.


                                      INDEX

                                                                            PAGE
PART I  FINANCIAL INFORMATION - Unaudited

Consolidated Balance Sheet-June 30, 2005.......................................1

Consolidated Statements of Operations-Three Months
  Ended June 30, 2004 and 2005.................................................2

Consolidated Statement of Stockholder's Equity (Deficit) -
  Three Months Ended June 30, 2005.............................................3

Consolidated Statement of Cash Flows-Three Months
  Ended June 30, 2004 and 2005.................................................4

Notes to the Consolidated Financial Statements.................................5

Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................................18

PART II OTHER INFORMATION

Item 1. Legal Proceedings.....................................................26

Item 2. Changes in Securities.................................................26

Item 3. Defaults Upon Senior Securities.......................................26

Item 4. Submission of Matters to a Vote of Security Holders...................26

Item 5. Other Information.....................................................26

Item 6. Exhibits on Reports on Form 8-K.......................................26

Signature Page................................................................27





                                      -i-


<PAGE>


                   GAMBINO APPAREL GROUP, INC., AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                               1,240
  Inventory                                                                   0
                                                                     ----------
      TOTAL CURRENT ASSETS                                                1,240

PROPERTY, PLANT AND EQUIPMENT, net                                       38,436
                                                                     ----------

      TOTAL ASSETS                                                       39,676
                                                                     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                      566,538
  Accrued royalties and sales commissions                                85,957
  Notes Payable                                                         337,317
  Other current liabilities                                             247,258
                                                                     ----------
      TOTAL CURRENT LIABILITIES                                       1,237,080

Long Term Liabilities Due To President                                   25,224
                                                                     ----------
MINORITY INTERESTS

REDEEMABLE PREFERRED STOCK, $.01 par value, authorized
  1,000,000:Issued 100,000 shares, at par value                           1,000
  Present value of redemption amount in excess                               --
    of par value                                                      1,088,342
                                                                     ----------
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, authorized:
    25,000,000, 8,352,000 shares
    issued and outstanding at June 30, 2005                               8,352
  Additional paid-in-capital                                          2,521,183
  Retained deficit                                                   (4,682,540)
                                                                     ----------
      TOTAL STOCKHOLDERS' (DEFICIT)                                  (2,183,005)
                                                                     ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      56,641
                                                                     ==========


See notes to the consolidated financial statements.


                                      -1-
<PAGE>


                   GAMBINO APPAREL GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      Three Months Ended
                                                           June 30,
                                                          (Unaudited)
                                                    2004               2005
                                                 -----------        -----------
NET SALES                                        $    53,259         $       --

COST OF SALES                                         34,667                 --
                                                 -----------        -----------

GROSS PROFIT                                          18,592                 --
                                                 -----------        -----------

DIRECT OPERATING EXPENSES:
  Sales and marketing                                 23,543                  0
  Administration                                     115,714             55,400
                                                 -----------        -----------

TOTAL OPERATING EXPENSES                             139,257             55,400
                                                 -----------        -----------

(LOSS) FROM OPERATIONS BEFORE
  OTHER INCOME AND EXPENSE                          (120,665)           (55,400)
                                                 -----------        -----------

OTHER INCOME AND EXPENSES
  Start Up and
  Re-alignment Costs                                 (17,000)                --
  Interest Costs (net)                               (10,466)           (22,260)
                                                 -----------        -----------

OPERATING LOSS BEFORE TAXES                         (148,130)           (77,660)

PROVISION FOR INCOME TAX                                  --                 --
                                                 -----------        -----------

NET (LOSS)                                       $  (148,130)           (77,660)
                                                 ===========        ===========


Net Loss per share:                              $      (.04)       $      (.01)
                                                 ===========        ===========

Common shares outstanding                          4,075,000          8,352,000
                                                 ===========        ===========





See notes to the consolidated financial statements.


                                      -2-
<PAGE>


<TABLE>
<CAPTION>

                              GAMBINO APPAREL GROUP, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                      Common Stock          Additional
                                                 $.001        Paid-In      Retained
                                  Shares       Par Value      Capital       Deficit         Total
                                -----------   -----------   -----------   -----------    -----------
<S>                             <C>           <C>           <C>           <C>            <C>
Balance January 1, 2005           5,752,000   $     5,752   $ 2,444,419   $(4,598,593)   $(2,148,422)

Issuance of shares for
  services                          375,000   $       375   $    53,625          --      $    54,000

Issuance of warrants for
  services                             --            --     $     8,514          --      $     8,514

Issuance of common stock
  pursuant to exercise of
  warrants                          225,000   $       225   $    14,625          --      $    14,850

Net loss for the three months
  ended June 30, 2005
  (Unaudited)                          --            --            --     $  ( (77,660)      (77,660)
                                -----------   -----------   -----------   -----------    -----------

Balance June 30, 2005
  (Unaudited)                     6,352,000   $     6,352   $ 2,521,183   $(5,820,100)   $(2,292,665)
                                ===========   ===========   ===========   ===========    ===========

</TABLE>



See notes to the consolidated financial statements.


                                                 -3-
<PAGE>


                   GAMBINO APPAREL GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Three Months Ended
                                                               June 30,
                                                              (Unaudited)
                                                          2004           2005
                                                        ---------     ---------
OPERATING ACTIVITIES:
  Net Income (Loss)                                     $(148,130)    $ (77,660)
Adjustments to reconcile net income (loss)
  to net cash provided by operations:
  Common stock and Warrants issued for services              --           2,000
  Depreciation and amortization                             2,765          --
  Book value of assets disposed                              --            --
  Bad debt                                                 10,000          --
  (Increase) decrease in assets:
    Accounts receivable                                       869          --
    Inventory                                              17,318          --
    Other current assets                                    7,500          --
    Other assets                                             --            --
  Increase (decrease) in liabilities:
    Accounts payable                                      118,832          --
    Accrued expenses -                                     (7,250)         --
    Accrued expenses - other                               (5,884)         --
    Redeemable preferred stock                               --           7,595
                                                        ---------     ---------

      Total adjustments                                   144,150       131,684
                                                        ---------     ---------

NET CASH (USED IN) OPERATING ACTIVITIES                    (3,980)      (55,400)
                                                        ---------     ---------

INVESTING ACTIVITIES:
  Purchase of fixed assets                                   --            --
                                                        ---------     ---------

NET CASH FLOWS (USED IN) INVESTING ACTIVITIES                --            --
                                                        ---------     ---------

FINANCING ACTIVITIES:
  Issuance of Stock via exercise of warrants                 --          62,500
                                                        ---------     ---------

NET CASH FLOWS PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                       --          62,500
                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH                            (3,980)        2,587

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              4,722           278
                                                        ---------     ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                $     742     $   1,240
                                                        =========     =========



See notes to the consolidated financial statements.


                                      -4-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 1 - GOING CONCERN

         As shown in the Company's Annual financial statements, the Company
incurred a net loss of $1,013,587 during the year ended December 31, 2003 and
$1,493,987 during the year ended December 31, 2004. Additionally, the company
had a stockholders' deficit of $2,292,665 at June 30, 2005 and its working
capital at that time is not sufficient to support the Company's losses from
operations at existing levels for the next year. The Company plans to raise more
capital through public or private financing, through the issuance of its common
stock, the issuance of debt instruments, including debt convertible to equity,
or otherwise attain financing, which if available, it cannot be certain such
financing will be on attractive terms. Should the Company obtain more capital,
in turn, it may cause dilution to its existing stockholders and providing the
company can obtain more capital, it cannot be assured to ultimately attain
profitability. These factors create substantial doubt as to the Company's
ability to continue as a going concern.

         The Company intends to continue its efforts to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2004 and to
continue its product development efforts and adjust its operating structure to
reduce losses and ultimately attain profitability. Management's plans in this
regard include, but are not limited to, the following:

1.       Raise additional working capital by either borrowing or through the
         issuance of equity, or both;

2.       Negotiate terms with existing trade creditors and strategic vendors;
         negotiate an alliance with strategic co-venturers for stronger
         distribution channels in the skin care, natural health and body care
         markets and commence limited manufacturing of its own products to
         reduce product costs.

3.       Re-align revenue producing activities and corresponding commission
         arrangements on such a scale that will proportionately reduce selling
         expenses and reduce other costs wherever possible to improve operating
         margins and relieve the overhead burden until ultimately profitability
         may be attained.

         Management believes that actions presently being taken will generate
sufficient revenues to provide cash flows from operations and that sufficient
capital will be available, when required, to permit the Company to realize its
plans. However, there can be no assurance that this will occur. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                      -5-


<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 2 - ORGANIZATION AND NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         INTELLIGENT SECURITY NETWORKS, INC. (the "Company") organized under the
laws of the State of Delaware, in November, 2002. The Company is a sun-care and
skin-care Company specializing in the development, manufacture and sale of
all-natural sun-, skin-, and body-care products to the resort, boutique, spa,
and natural health markets. The Company's executive office and distribution
facility are located in Orlando, Florida.

         Effective December 31, 2002, the Company acquired a 60% ownership
position in Caribbean Pacific Natural Products, Inc., ("CARIBBEAN PACIFIC
NATURAL PRODUCTS") which is a developer and marketer of all-natural sun-care and
skincare products for luxury resorts, theme parks and spas. In December 2002,
the Board of Directors of The Quigley Corporation ("Quigley") approved a plan to
sell CARIBBEAN PACIFIC NATURAL PRODUCTS and on January 22, 2003, completed the
sale of Quigley's 60% equity interest in CARIBBEAN PACIFIC NATURAL PRODUCTS to
the Company.

         CP Suncoast Manufacturing, Inc., a wholly-owned subsidiary, was
organized in May, 2003 and is intended to manufacture the Company's products as
well as provide contract manufacturing for non-competing products formulated or
distributed by other non-affiliated companies.

BASIS OF PRESENTATION

         The Consolidated Financial Statements include the accounts of the
Company and its 60% owned subsidiary, Caribbean Pacific Natural Products, Inc.
All inter-company transactions and balances have been eliminated. In the opinion
of management, all adjustments necessary to present fairly the consolidated
financial position, consolidated results of operations and consolidated cash
flows, for the periods indicated, have been made. Certain prior period amounts
have been reclassified to conform with the 2002 presentation.

RECAPITALIZATION OF CARIBBEAN PACIFIC NATURAL PRODUCTS, INC.

         Material sales and expenses included in these consolidated financial
statements result from the inclusion of financial information of the Company's
60% owned subsidiary Caribbean Natural Products, Inc. ("CARIBBEAN PACIFIC
NATURAL PRODUCTS"), which is a developer and marketer of all-natural sun-care
and skincare products for luxury resorts, theme parks and spas. In December
2002, the Board of Directors of the Company approved a plan to acquire CARIBBEAN
PACIFIC NATURAL PRODUCTS. On January 22, 2003, the Company acquired a 60% equity
interest in CARIBBEAN PACIFIC NATURAL PRODUCTS. In exchange for its 60% equity
interest in CARIBBEAN PACIFIC NATURAL PRODUCTS, the Company issued to the
Quigley Corporation : (i) 750,000 shares of the Company's common stock, which
Suncoast has agreed, at its cost, to register for public resale through an
appropriate registration statement; and (ii) 100,000 shares of Suncoast's Series
A Redeemable Preferred Stock, which bears certain redemption features discussed
in Note 9 - Redeemable Preferred Stock.


                                      -6-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

         Pursuant to SFAS No. 141, which applies to business combinations after
June 30, 2001, which requires the use of the purchase method of accounting for
all business combinations, carrying forward the guidance from APB 16 with
respect to; (a) the principles of historical cost accounting, (b) determining
the cost of the acquired entity and (c) allocation of cost to assets and
liabilities assumed; "CARIBBEAN PACIFIC NATURAL PRODUCTS" is considered the
acquiring entity. As such the historical balances of "CARIBBEAN PACIFIC NATURAL
PRODUCTS" assets and liabilities representing the carrying value and
corresponding allocation of the purchase price, and therefore, the transaction
is equivalent to a reverse acquisition, which in this case, no partial step up
in asset values discussed in EITF 90-3 apply, and thereby no goodwill or
intangible assets have been recorded. The equity issued by the Company was
valued at the (a) present value of the redeemable preferred shares issued to
"Quigley" and (b) common stock and additional paid in capital was recorded at
the value of the remaining liability to "Quigley" canceled by the exchange
agreement.

ACCOUNTING FOR BUSINESS COMBINATION OF CARIBBEAN PACIFIC NATURAL PRODUCTS,
APPLICATION OF SAB 103

         During the years ended December 31, 2000, 2001 and 2002, the results of
operations, cash flows and assets and liabilities of CARIBBEAN PACIFIC NATURAL
PRODUCTS were included in the consolidated financial statements of the Quigley
Corporation, the effect of which were reported as discontinued operations in
2002. The financial statements of "Quigley" were audited by another auditor, and
the results of this subsidiary were not reported separately. Recently the staff
of Corporate Finance Division of the Securities and Exchange Commission, "SEC",
provided guidance in the codification of its staff accounting bulletins ("SABS")
and in discussion of accounting for former subsidiaries, such as the case with
CARIBBEAN PACIFIC NATURAL PRODUCTS, indicated that reasonable estimates for
expenses of the use of a parent company's capital (ie. interest) and other
corporate charges connected with operating as a stand alone entity (including
legal fees, audit fees and administrative expenses) should be estimated when the
division or subsidiary is presented individually. The financial statements
include such estimates and additional expenses were recorded, and a like amount
was credited to additional paid in capital for the periods presented as follows:

                               Three Months Ended
                                  September 30,
                                 2003       2004
                                   (Unaudited)
Interest and
 administrative costs           $10,000    $    0
                                =======    ======

PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment is recorded at cost. Depreciation is
provided on the straight-line method over estimated useful lives of three to
five years.


                                      -7-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

INVENTORIES

         Inventories are stated at the lower of cost or market. The Company uses
the first-in, first-out ("FIFO") method of determining cost for all inventories.
Inventories are comprised of raw materials and finished goods.

INTERIM FINANCIAL INFORMATION

         The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the Three month period ended June 30, 2005 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2004.

USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the dates of the financial statements
and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

CASH EQUIVALENTS

         The Company considers all highly liquid investments with an initial
maturity of three months or less at the time of purchase to be cash equivalents.
Cash equivalents include cash on hand and monies invested in money market funds.
The carrying amount approximates the fair market value due to the short-term
maturity of these investments.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts reported in the consolidated balance sheets for
Suncoast's cash, accounts receivable, accounts payable and accrued expenses
approximate their fair values due to the short maturities of these financial
instruments. The carrying amounts reported in the consolidated balance sheets
for Suncoast's long-term debt due to related parties approximate their fair
values as they represent the amount the Company expects to liquidate these
obligations with cash or cash equivalents, and the amounts recorded as other
liabilities - redeemable preferred stock approximate their fair value as they


                                      -8-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

represent the amount in which the Company expects to satisfy these obligations
by payment in cash in 2007 or by the issuance of the Company's equity without
material gain or loss.

REVENUE RECOGNITION

         Sales are recognized at the time ownership is transferred to the
customer, which is primarily the time the shipment is received by the customer.
In limited instances, selected trial periods, whereby the customer has the right
of return until the selected trial period ends, the Company recognizes revenue
when the trial period ends and no right of return exists.

         Sales returns and allowances are provided for in the period that the
related sales are recorded. Provisions for these reserves are based on
historical experience.

         As required, effective January 1, 2003, the Company has adopted the
Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No.
101, "Revenue Recognition in Financial Statements" which provides guidelines on
applying generally accepted accounting principals to revenue recognition based
upon the interpretations and practices of the SEC. The Company recognizes
revenue for its products at the time of shipment, at which time, no other
significant obligations of the Company exist, other than normal product
warranties.

SHIPPING AND HANDLING

         The Company includes costs of shipping and handling billed to customers
in revenue and the expense of shipping and handling costs is included in cost of
sales.

STOCK BASED COMPENSATION

         Financial Accounting Statement No. 123, Accounting for Stock Based
Compensation, encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. Through December
31, 2003, the Company had chosen to account for stock-based compensation using
the intrinsic method prescribed in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, compensation cost for stock options issued through December 31,
2003 was measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.

         Effective for the fiscal year ended December 31, 2004, the Company has
adopted the fair value method of accounting described in SFAS 123 and SFAS 148.


                                      -9-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

ADVERTISING

         Advertising costs are expensed within the period in which they are
utilized. Advertising expense is comprised of media advertising, presented as
part of sales and marketing expense; co-operative advertising, which will be
accounted for as a deduction from sales; and free product, which is accounted
for as part of cost of sales. No advertising costs incurred for the quarter
ended June 30, 2005.

INCOME TAXES

         The Company utilizes an asset and liability approach which requires the
recognition of deferred tax assets and liabilities for the future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, the Company
generally considers all expected future events other than enactments of changes
in the tax law or rates. See Notes to Financial Statements, Note 7 - Income
Taxes for further discussion.

START-UP AND RE-ALIGNMENT COSTS

         Pursuant to Statement of Position 98-5, the Company expenses start-up
costs associated with its ;parent company's activation activities and costs and
expensed incurred in connection with the acquisition of CARIBBEAN PACIFIC
NATURAL PRODUCTS, which pursuant to FASB 142 and APB 16, were expensed as
transaction costs. The Statement of Position broadly defines start-up activities
as activities related to organizing a new business, as well as one-time
activities associated with, opening a new facility, introducing new products or
services, conducting business with a new class of customers or in a new
territory, and starting a new process in an existing facility or starting a new
operation. Re-alignment costs are costs associated with changing the contractual
distribution agreements to an existing customer base. Start up and re-alignment
costs for the Three months ended June 30, 2003 and 2004 were $26,000 and $31,500
and for the three months ended June 30, 2003 and 2004 (unaudited) were $0 and
$14,500 respectively.

MINORITY INTERESTS

         The Company's "CARIBBEAN PACIFIC NATURAL PRODUCTS" subsidiary is 40%
owned by a related party whom has made a nominal investment, of which losses
since inception have reduced the investment to a value of $0. The Company has
not recorded earnings in the "CARIBBEAN PACIFIC NATURAL PRODUCTS" subsidiary.
Had the Company attained and recorded net income in this subsidiary, 40% would
have been allocated to the minority shareholders, and cumulatively, and had this
subsidiary accumulated earnings in excess of its cumulative losses, the Company
would have recorded amounts allocable to "minority interest", which would be a
reduction of stockholders' equity.

         Effective April 2005, the Company owns 100% of this subsidiary and no
minority interest remains.


                                      -10-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)


NOTE 3 -INVENTORY

         Inventory consists mainly of the Company's skin care and health
products and corresponding branded packaging materials. Inventory is comprised
of the following:

                                                   December 31,      June 30,
                                                       2004            2005
                                                                    (Unaudited)
                                                    ---------        ---------

Raw Materials                                       $  15,341        $       0
Finished goods                                              -                -
                                                    ---------        ---------

Total                                                  15,341                0

Less: Reserve for obsolescence                              -                -
                                                    ---------        ---------

Inventory, Net                                      $  15,341        $       0
                                                    =========        =========

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consisted of the following as of:

                                                   December 31,      June 30,
                                                      2004             2005
                                                                    (Unaudited)
                                                    ---------        ---------
Machinery and equipment                             $   8,000        $   8,000
Computer software and website                          49,649           29,649
                                                    ---------        ---------
                                                       57,649           57,649

Less: Accumulated depreciation                        (18,254)         (19,214)
                                                    ---------        ---------

Property, Plant and Equipment, net                  $  39,395        $  38,435
                                                    =========        =========

         Depreciation expense for the Three months ended June 30, 2005 and 2004
was $960 and $2,765.


                                      -11-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 5 - SEGMENT INFORMATION

         The Company has one reporting segment relating to the sales of
all-natural sun-care and skincare products for luxury resorts, theme parks and
spas. As defined in SFAS 31, "Disclosures about Segments of an Enterprise and
Related Information," allocate resources and assess the performance of the
Company based on revenue and overall profitability.

         The level of sales to any single customer may vary and the loss of this
customer, or a decrease in the level of sales to these customers, could have a
material impact on the Company's financial condition or results of operations.

         The Company's operations area conducted in the United States and
Mexico. The Company only has sales stations in Mexico and all operations
including distribution, marketing and administrative services are performed in
the United States. The Company has not incurred any foreign currency trading
adjustments as all of its sales are settled in U.S. dollars. In addition, all of
its business units books are maintained in U.S. dollars.

         Certain information related to the Company's operations by geographic
area is presented below (in thousands). The Company's revenues are attributed to
the geographic areas according to the location of their sales stations.

                                              Three Months Ended
                                                   June 30,
                                                2004       2005
                                              -------     ------
         Net Sales
         United States                        $    71     $    0
         Mexico                                    17          0
                                              -------     ------

         Total                                $    88     $    0
                                              =======     ======

         All of the Company's long-lives assets are located in the United
States.

NOTE 6 - REDEEMABLE PREFERRED STOCK

         On December 31, 2002, the Company issued 100,000 Shares of Preferred
Stock, designated Class "A" Redeemable Preferred Stock, to The Quigley
Corporation as partial consideration for the acquisition of 60% of the Common
Stock of Caribbean Pacific Natural Products, Inc.

         The holders of the Series A Stock shall be entitled to receive, in
preference to the holders of the Corporation's Common Stock, when, as and if
declared by the Corporation's Board of Directors, annual dividends at the rate
of $.10 per share and no more. Dividends on the Series A Stock shall be
cumulative, and declared but unpaid dividends shall not bear interest. The
holders of Series A Stock shall have no voting rights. No other Series or Class
of Preferred Stock which may subsequently be designated or authorized by the


                                      -12-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)


Board of Directors shall be granted or otherwise be entitled to any voting
rights.

         The Corporation shall have the right to redeem the shares of Series A
Stock at any time following the date of issuance. The Redemption Price for each
share shall be $10.00 per share plus an interest factor which shall accrue from
the date of issuance through the date of redemption. The interest rate shall be
a fixed annual rate equal to the prime rate announced by Citibank, NA, New York
City, on the date of issuance, and may be payable in cash or accrued until
redemption. In the event that all shares are not put by the holder to the
Corporation or redeemed by the Corporation prior to December 31, 2007, all such
shares shall be redeemed by the Corporation at face value, together with accrued
interest, if any, as of that date. These preferred shares were valued at
$937,596, which represented the net present value of the redemption obligation,
which absent early redemption by the Company, has a fixed redemption date of
January 22, 2007.

         During the Three months ended June 30, 2005, the Company imputed $7,595
of interest expense on this obligation.

NOTE 7 - CAPITAL STOCK TRANSACTIONS

         Significant provisions of the Company's capital stock are highlighted
below and are subject to the provisions of the Company's Certificate of
Incorporation and the Bylaws:

Preferred Stock

         The Company presently authorized to issue up to 1,000,000 shares of
preferred stock, $.01 par value per share. Such preferred stock may be issued in
one or more series, on such terms and with such rights, preferences and
designations as our board of directors may determine. Such preferred stock may
be issued without action by stockholders. On December 31, 2002, the Company
issued 100,000 Shares of Preferred Stock, designated Class "A" Redeemable
Preferred Stock, to The Quigley Corporation as partial consideration for the
acquisition of 60% of the Common Stock of Caribbean Pacific Natural Products,
Inc. (See Note 9.)

Common Stock

         The Company is presently authorized to issue up to 100,000,000 shares
of common stock, $.001 par value per share. The holders of common stock are
entitled to one vote for each share held of record on each matter submitted to a
vote of stockholders. Subject to the prior rights of any series of preferred
stock which may from time to time be outstanding, holders of common stock are
entitled to receive ratably such dividends as may be declared by our board of
directors out of funds legally available therefor, and, upon our liquidation,


                                      -13-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)


dissolution or winding up, they are entitled to share ratably in all assets
remaining after payment of liabilities and payment of accrued dividends and
liquidation preference on the preferred stock, if any. Holders of common stock
have no preemptive rights and have no rights to convert their common stock into
any other securities.

         In March, 2004, the Company issued 225,000 shares of its common stock
and extended through December 31, 2004 a like amount of warrants to purchase one
share each of the Company's common stock at $.66 per share, pursuant to the
conversion of a $150,000 note payable discussed in Note 10.

         In June, 2004,the Company issued 25,000 shares for legal services.

         In June, 2004, the Company issued $75,000 principal value of
Convertible Notes, convertible into 75,000 shares of Common Stock at the price
of $1.00 per share on or prior to the initial maturity date of September 24,
2004. This convertible note bears interest at 6% per annum from June 24, 2004.

         During the quarter ended September 30, 2004, the Company issued a total
of 440,000 Shares of Common Stock pursuant to its employment agreements and as
partial compensation for legal and marketing services.

         During the quarter ended December 31, 2004, the Company issued
1,030,000 shares for services.

         During the quarter ended December 31, 2004, the Company issued 182,000
shares pursuant to the exercise of warrants, generating $18,200 proceeds to the
Company.

         During the quarter ended March 31, 2005, the Company issued a total of
745,000 Shares of Common Stock pursuant to exercises of Common Stock Purchase
Warrants, at exercise price of $.066 per Share, for total consideration of
$47,850.

         During the quarter ended March 31, 2005, the Company issued a total of
500,000 Shares of Common Stock pursuant to Caribbean Pacific International, Inc.
pursuant to a Share Exchange Agreement whereby the Company acquired the
remaining 40% of Caribbean Pacific Natural Products, Inc.

         During the quarter ended June 30, 2005, the Company issued a total of
1,375,000 Shares of Common Stock pursuant to its employment agreements and as
partial compensation for legal and marketing services.

         During the quarter ended June 30, 2005, the Company issued a total of
625,000 Shares of Common Stock pursuant to the exercise of warrants, generating
$62,500 proceeds to the Company.

Options and Warrants

         In addition to our outstanding common stock, there are, as of June 30,
2005, issued and outstanding common stock purchase warrants which are
exercisable at the price-per-share indicated, and which expire on the date
indicated, as follows:

                             Number       Weighted Average
Description                Outstanding    Exercise Price      Expiration

Class "C" Warrants           650,000          $ 0.66           12/31/09

     Total                   650,000          $ 0.66



                                      -14-
<PAGE>


                           GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

Reserved Shares

         The Company has also reserved for insurance up to 1,000,000 shares of
common stock in connection with the 2002 Incentive Stock Option Plan. To date,
no options have been granted under this plan.

         In July 2003 the Company agreed to a public relations agreement
including provisions to issue up to 350,000 shares consisting of provisions for
equity compensation of 100,000 shares to be issued for services based upon
attainment of certain benchmarks and a warrant for up to 250,000 shares at an
exercise price of $1.00 per share may be issued under the agreement.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Leases

         During the three months ended June 30, 2005 the Company had no
equipment, operating or real estate leases in effect.

Royalty Commitment

         The Caribbean Pacific products are manufactured and marketed under an
exclusive, world-wide Product License Agreement from Caribbean Pacific
International, Inc. , the original developer of the products and owner of the
trademarks. The twenty five year licenses agreement expires in 2025, and the
requirement to pay to Caribbean Pacific International, Inc. a 5% royalty on net
sales expired in May, 2004.









                                      -15-
<PAGE>


                             GAMBINO APPAREL GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

Employment Agreements

         In July 2004, the Company entered into Executive Employment agreements
with its Chairman, William J. Reilly, and its President, Sean P. McCarthy and
its Chief Financial Officer, Peter A. Schnipper. The contracts are for a term of
one-year and provide for an annual salary of $85,000 plus sales incentives. Due
to the resignations of Mr. McCarthy and Mr. Schniepper effective December 1,
2004, as of June 30, 2005 only the employment agreement with Mr. Reilly remains.

Litigation

         From time to time the Company may be involved in various legal
proceedings and other matters, including nominal disputes with creditors
relating to the dollar amount of outstanding obligations of the Company, arising
in the normal course of business. The Company believes no such actions would
result in liabilities in excess of amounts accrued in the financial statements.

NOTE 9 - RELATED PARTY TRANSACTIONS

         Effective for December, 2002, the Company issued 750,000 Shares of
Common Stock to The Quigley Corporation as partial consideration for its
purchase of a 60% controlling interest in Caribbean Pacific Natural Products,
Inc., valued at $582,989 and additionally the Company issued 100,000 Shares of
Preferred Stock, designated Class "A" Redeemable Preferred Stock, to The Quigley
Corporation as partial consideration for the acquisition of 60% of the Common
Stock of Caribbean Pacific Natural Products, Inc., valued at $937,596. During
Three months ended June 30, 2005, and the three months ended June 30, 2005 the
Company imputed $7,595 and $8,190, respectively, of interest expense on this
obligation.


















                                      -16-
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
         OF OPERATIONS.

         The following is Management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management.

FORWARD-LOOKING STATEMENTS

         This report contains "forward-looking statements". In some cases, you
can identify forward-looking statements by terms such as "may," "intend,"
"might," "will," "should," "could," "would," "expect," "believe," "estimate,"
"predict," "potential," or the negative of these terms and similar expressions
intended to identify forward-looking statements. These statements reflect the
Company's current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. These risks and
uncertainties may cause the Company's actual results, performance, or
achievements to be materially different from any future results, performance, or
achievements expressed or implied by the forward-looking statements. You should
not place undue reliance on these forward-looking statements. Also, these
forward-looking statements represent the Company's estimates and assumptions as
of the date of this report. The Company is under no duty to update any of the
forward-looking statements after the date of this report to conform such
statements to actual results or to changes in our expectations.

RESULTS OF OPERATIONS

         The Company was established in November, 2002. On December 31, 2002,
the Company acquired a 60% controlling interest in Caribbean Pacific Natural
Products, Inc., and in March, 2005 acquired a 100% interest in the subsidiary,
which at present is its only operating subsidiary. The results of operations for
the three months ended June 30, 2004 and 2005, include the business operations
of this subsidiary.

Three Months Ended June 30, 2004 vs. June 30, 2005

         The Company reported no revenue for the three months ended June 30,
2005 and $53,259 for the comparable period in 2004, a decrease in sales of 100%.
This decrease is directly attributable to a reduction in certain marketing
programs considered to be unprofitable and a re-alignment of commission
agreements the Company felt were counterproductive, and the re-configuration of
product mix, the Company believes when its new distribution alignment is fully
implemented and its sales volume to the customer base it expects to retain will
ultimately result in sales volume and growth. The Company also assigned the
customers of its Mexico office to its new distributor assigned to that region
and will serve these customers through its international regional dealer
distribution network going forward. The Company does not immediately expect to
restore its prior years' volume levels, yet the Company does expect that
currently it could attain better gross margins and contain its compensation
expenses.


                                      -17-
<PAGE>


         Administrative expenses were $55,400 for the three months ended June
30, 2005 as compared to $234,540 for the same period in 2004, a decrease of
$179,140. This decrease in administrative expenses is due to the lack of
business operations during this quarter.

         The Company reported a net loss of $77,660 for the three month period
ended June 30, 2005 as compared to a net loss of $186,200 during the three
months ended June 30, 2004.


CRITICAL ACCOUNTING POLICIES

RECAPITALIZATION OF CARIBBEAN PACIFIC NATURAL PRODUCTS, INC.

         Material sales and expenses included in these consolidated financial
statements result from the inclusion of financial information of the
Company's60% owned subsidiary Caribbean Natural Products, Inc., which develops
and markets all-natural sun-care and skincare products for luxury resorts, theme
parks and spas. In December 2002, the Board of Directors of the Company approved
a plan to acquire CARIBBEAN PACIFIC NATURAL PRODUCTS, and on January 22, 2003,
the Company acquired a 60% equity interest in CARIBBEAN PACIFIC NATURAL
PRODUCTS. In exchange for its 60% equity interest in CARIBBEAN PACIFIC NATURAL
PRODUCTS, the Company issued to The Quigley Corporation : (i) 750,000 shares of
the Company's common stock, which Suncoast has agreed, at its cost, to register
for public resale through an appropriate registration statement; and (ii)
100,000 shares of Suncoast's Series A Redeemable Preferred Stock, which bears
certain redemption futures discussed in Note 9 Redeemable Preferred Stock.

         Pursuant to SFAS No. 141, which applies to business combinations after
June 30, 2001, which requires the use of the purchase method of accounting for
all business combinations, carrying forward the guidance from APB 16 with
respect to; (a) the principles of historical cost accounting, (b) determining he
cost of the acquired entity and (c) allocation of cost to assets and liabilities
assumed; "CARIBBEAN PACIFIC NATURAL PRODUCTS" is considered the acquiring
entity. As such the historical balances of "CARIBBEAN PACIFIC NATURAL PRODUCTS"
assets and liabilities representing the carrying value and the corresponding
allocation of the purchase price, and therefore, the transaction is equivalent
to a reverse acquisition, which in this case, no partial step up in asset values
discussed in EITF 90-3 apply, and thereby no goodwill or intangible assets have
been recorded. The equity issued by the Company was valued at the (a) present
value of the redeemable preferred shares issued to "Quigley" and (b) common
stock and additional paid in capital was recorded at the value of the remaining
liability to "Quigley" canceled by the exchange agreement.


                                      -18-
<PAGE>


ACCOUNTING FOR BUSINESS COMBINATION OF CARIBBEAN PACIFIC NATURAL PRODUCTS,
APPLICATION OF SAB 103

         During the years ended December 31, 2000, 2001 and 2002, the results of
operations, cash flows and assets and liabilities of CARIBBEAN PACIFIC NATURAL
PRODUCTS were included in the consolidated financial statements of the Quigley
Corporation, the effect of which were reported as discontinued operations in
2002. The financial statements of "Quigley" were audited by another auditor, and
the results of this subsidiary were not reported separately. Recently the staff
of Corporate Finance Division of the Securities and Exchange Commission, "SEC",
provided guidance in the codification of its staff accounting bulletins ("SABS")
and in discussion of accounting for former subsidiaries, such as the case with
CARIBBEAN PACIFIC NATURAL PRODUCTS, indicated that reasonable estimates for
expenses of the use of a parent company's capital (ie. interest) and other
corporate charges connected with operating as a stand alone entity (including
legal fees, audit fees and administrative expenses) should be estimated when the
division or subsidiary is presented individually. The financial statements
include such estimates and additional expenses were recorded, and a like amount
was credited to additional paid in capital for the periods presented as follows:

                                                       Three Months Ended
                                                            March 31,
                                                         2004      2005
                                                       --------   -------
                                                          (Unaudited)

Interest and administrative costs                      $ 10,000   $     0
                                                       ========   =======

LOSS PER SHARE

         The Company has adopted SFAS No.128, "Earnings per Share." Earnings per
common share are computed by dividing income available to common stockholders by
the weighted average number of common shares outstanding during the period. The
earnings per common share computation, assuming dilution, gives effect to all
dilutive potential common shares during the period. The computation assumes that
the outstanding stock options and warrants were exercised and that the proceeds
were used to purchase common shares of the Company. Common equivalent shares
have been excluded from the computation of diluted earnings per share since
their effect is antidilutive. Loss per share are also calculated giving
retroactive recognition for the number of equivalent shares issued to Quigley in
connection with the acquisition of "CARIBBEAN PACIFIC NATURAL PRODUCTS," and the
3,100,000 shares issued for information services and cancellation of advances in
2002 as being outstanding at the beginning of all periods presented.

REDEEMABLE PREFERRED STOCK

         On December 31, 2002, the Company issued 100,000 Shares of Preferred
Stock, designated Class "A" Redeemable Preferred Stock, to The Quigley
Corporation as partial consideration for the acquisition of 60% of the Common
Stock of Caribbean Pacific Natural Products, Inc.


                                      -19-
<PAGE>


         The holders of the Series A Stock shall be entitled to receive, in
preference to the holders of the Corporation's Common Stock, when, as and if
declared by the Corporation's Board of Directors, annual dividends at the rate
of $.10 per share and no more. Dividends on the Series A Stock shall be
cumulative, and declared but unpaid dividends shall not bear interest. The
holders of Series A Stock shall have no voting rights. No other Series or Class
of Preferred Stock which may subsequently be designated or authorized by the
Board of Directors shall be granted or otherwise be entitled to any voting
rights.

         The Corporation shall have the right to redeem the shares of Series A
Stock at any time following the date of issuance. The Redemption Price for each
share shall be $10.00 per share plus an interest factor which shall accrue from
the date of issuance through the date of redemption. The interest rate shall be
a fixed annual rate equal to the prime rate announced by Citibank, NA, New York
City, on the date of issuance, and may be payable in cash or accrued until
redemption. In the event that all shares are not put by the holder to the
Corporation or redeemed by the Corporation prior to December 31, 2007, all such
shares shall be redeemed by the Corporation at face value, together with accrued
interest, if any, as of that date. These preferred shares were valued at
$937,596, which represented the net present value of the redemption obligation,
which absent early redemption by the Company, has a fixed redemption date of
January 22, 2007.

         The holders of the Series A Stock have the right to put their shares
each calendar quarter (on or before the 45th day following the end of the
quarter) to the Corporation for a price of $10.00 per share plus an interest
factor which shall accrue from the date of issuance through the date of
redemption. The interest rate shall be a fixed annual rate equal to the prime
rate announced by Citibank, NA, New York City, on the date of issuance. The
holders of the Series A Stock have a put option equal to the number of Shares
which represent 50% of the free cash flow reported by the Corporation in the
immediately preceding quarter divided by the redemption price of $10.00 per
share.

         During the Three months ended June 30, 2005 and the three month period
ended June 30, 2005, the Company imputed $16,195 and $8,173 of interest expense
on this obligation.

RECENT ACCOUNTING PRONOUNCEMENTS

         In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt," and an amendment of that statement, SFAS No.
44,"Accounting for Intangible Assets of Motor Carriers," and SFAS No.
64,"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement amends SFAS No. 13, "Accounting for Leases," to eliminate
inconsistencies between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Also, this statement
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Provisions of SFAS No. 145 related to the rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002. The
adoption of SFAS No. 145 did not have a material impact on our financial
statements.


                                      -20-
<PAGE>


         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement covers
restructuring type activities beginning with plans initiated after December
31,2002. Activities covered by this standard that are entered into after that
date will be recorded in accordance with the provisions of SFAS No. 146.
Management does not believe there will be a significant impact on our
consolidated financial position or results of operations.

         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, "Accounting for
Stock-Based Compensation." Additionally, SFAS 148 required more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain circumstances. The Company has adopted the disclosure provisions in
these consolidated financial statements as disclosed above under Stock Based
Compensation.

         In November 2002, the FASB Issued FASB interpretation (FIN) No.
45"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Other." FIN No. 45 requires guarantor to
recognize, at the inception of a qualified guarantee, a liability for the fair
value of the obligation undertaken in issuing or modified after December
31,2002. Management does not expect adoption of this Interpretation to have a
material impact on the Company's financial condition or results of operations.

         "Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51." FIN 46 requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The adoption of FIN 46 did not
have a significant impact on our consolidated financial position or results of
operations.

         In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement is not expected to have a significant impact on
the Company's results of operations or financial position.


                                      -21-
<PAGE>


CURRENT PLAN OF OPERATIONS
----------------------------

         The Company was organized in November, 2002 to acquire from The Quigley
Corporation its 60% interest in Caribbean Pacific Naturals Products, Inc., an
Orlando, FL based company which specialized in the development, marketing and
distribution of a complete line of proprietary, all-natural sun-care, skin-care,
and nutritional supplements, as well as a complete line private-label Spa
Products for the Resort, Day Spa, Cruise Ship and home markets. This acquisition
was completed in January, 2003. In April, 2005, the Company acquired the
remaining 40% of the capital stock of Caribbean Pacific Naturals Products, Inc.
from Caribbean Pacific International, Inc. in exchange for the issuance of
500,000 Shares of Common Stock.

         Due to lack of financial resources and liquidity, the Company was
unable to develop a marketing plan or to continue retail or wholesale sales of
its product line. On August 15, 2005, the Company entered into an agreement to
sell its suncare and skincare assets, including its Caribbean Pacific Natural
Products, Inc. subsidiary and its "Suncoast Naturals" trade name and
formulations, to Suncoast Nutriceuticals, Inc. of Sunny Isles, FL.


SUBSEQUENT EVENT:  SALE OF CARIBBEAN PACIFIC ASSETS

         In September, 2005, the Company completed its sale of its We have
discontinued several unprofitable sales and marketing programs and distribution
agreements which were inherited from prior management, and we are currently
negotiating new manufacturing and distribution agreements which will allow us to
resume our product sales and distribution on an economically profitable basis.
We believe that our products fill a unique niche in the marketplace because of
our exclusive use of eco-safe natural ingredients derived from organic and
renewable resources.

PLANNED ACQUISITION OF RADA TECHNOLOGIES, INC.

         On August 10, 2005, the Company announced that it entered into a
definitive Share Exchange Agreement with RADA Technologies, Inc. of Doylestown,
PA. ("RADA") whereby the Company will acquire 100% of the capital stock of RADA
through the issuance of 18,870,000 Shares of our Common Stock and 10,000 Shares
of our Class B Preferred Stock, which will have preferential voting rights, to
RADA shareholders. RADA has previously acquired the assets of RADA Systems, Inc.
[www.RADA-Systems.com], including its physical assets, intellectual property,
contracts, and accounts receivable. The Company anticipates that the transaction
will be completed by October 31, 2005.

         Concurrent with the execution of this Share Exchange Agreement, the
Company's Directors and shareholders (acting upon written consent in lieu of a
Special Meeting of Shareholders) have approved the change of name of the
corporation to "Intelligent Security Networks, Inc." and an increase in the
authorized capital of the corporation to 100,000,000 shares of Common Stock,
with both actions to take effect upon filing with the State of Delaware.

         As a result of unanticipated legal issues related to certain technology
licenses to be acquired by the Registrant as an integral part of the RADA
acquisition, the parties to the Share Exchange Agreement have mutually agreed on
March 20, 2006 to terminate said Agreement and the obligations thereunder
without liability or costs to either party.

SUBSEQUENT EVENT:  PENDING ACQUISITION OF GAMBINO APPAREL GROUP, INC.

         On March 28, 2006, the Registrant entered into a material definitive
Share Exchange Agreement with Gambino Apparel Group, Inc., A Florida corporation
(GAGI) whereby the Registrant will acquire 100% of the capital stock of GAGI
through the issuance of 35,000,000 Shares of its Common Stock. The Company
anticipates that the transaction will be completed within thirty days.

         Until the completion of the transaction there will be no change in
voting control of the Registrant or a change in the Board of Directors of the
Registrant. However, upon completion of this transaction, the shareholders of
GAGI will be able to exercise majority voting control of the Registrant and will
elect a new Board of Directors of the Registrant. In addition, pursuant to the
terms of the Share Exchange Agreement, the controlling shareholders of GAGI and
the Registrant will enter into a Stock Pledge Agreement whereby the shareholders
of GAGI will maintain a security interest in the shares being exchanged with the
Registrant for a period of one year.


                                      -22-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         As shown in the above financial statements, the Company incurred a net
loss of $77,660 during the quarter ended June 30, 2005 Additionally, the company
had a stockholders' deficit of $2,290,665 at June 30, 2005 and its working
capital at that time is not sufficient to support the Company's losses from
operations at existing levels for the next year. The Company plans to raise more
capital through public or private financing, through the issuance of its common
stock, the issuance of debt instruments, including debt convertible to equity,
or otherwise attain financing, which if available, it cannot be certain such
financing will be on attractive terms. Should the Company obtain more capital,
in turn, it may cause dilution to its existing stockholders and providing the
company can obtain more capital, it cannot be assured to ultimately attain
profitability. These factors create substantial doubt as to the Company's
ability to continue as a going concern.

         The Company intends to continue its efforts to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2005 and to
continue its product development efforts and adjust its operating structure to
reduce losses and ultimately attain profitability. Management's plans in this
regard include, but are not limited to, the following:

1.       Raise additional working capital by either borrowing or through the
         issuance of equity, or both;

2.       Negotiate terms with existing trade creditors and strategic vendors;
         negotiate an alliance with strategic co-venturers for stronger
         distribution channels in the skin care, natural health and body care
         markets and commence limited manufacturing of its own products to
         reduce product costs.

3.       Re-align revenue producing activities and corresponding commission
         arrangements on such a scale that will proportionately reduce selling
         expenses and reduce other costs wherever possible to improve operating
         margins and relieve the overhead burden until ultimately profitability
         may be attained.

         Management believes that actions presently being taken will generate
sufficient revenues to provide cash flows from operations and that sufficient
capital will be available, when required, to permit the Company to realize its
plans. However, there can be no assurance that this will occur. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

INFLATION

         The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.

ITEM 3.  CONTROLS AND PROCEDURES

         Under the supervision and with the participation of management
including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14c and of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that these disclosure
controls and procedures are effective. There were no changes in our internal
control over financial reporting during the quarter ended June 30, 2005 that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.


                                      -23-
<PAGE>


                                     PART II
                                     -------

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The Company is at present not involved in any legal proceedings which
management believes will have a material effect upon the financial condition of
the Company, nor are any such material legal proceedings anticipated. The
Company is presently negotiating with a judgment creditor to repay on negotiated
terms a promissory note in the amount of $300,000 plus accrued interest and
costs. In the event that the judgment is not satisfied, or successfully
renegotiated, the creditor will have the right to execute upon its judgment.
Based upon the original terms of its Promissory Note, the creditor also retains
the right to convert the principal amount of said judgment into shares of Common
Stock at a conversion price of $1.00 per Share.


ITEM 2.  CHANGES IN SECURITIES.

         During the quarter ended June 30, 2005, the Company issued a total of
1,375,000 Shares of Common Stock pursuant to its employment agreements and as
partial compensation for legal and marketing services.

         During the quarter ended June 30, 2005, the Company issued a total of
625,000 Shares of Common Stock pursuant to the exercise of warrants, generating
$62,500 proceeds to the Company.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         NONE

ITEM 5.  OTHER INFORMATION.

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         Exhibit 31.1 31.2 32.1 32.2 - Officer Certifications

         Reports on Form 8-K:

                 (a) Current report on Form 8-K filed on May 5,2005

                 (b) Current report on Form 8-K filed on June 27, 2005


                                      -24-
<PAGE>


                                   SIGNATURES
                                   ----------

         In accordance with the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant, caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                         GAMBINO APPAREL GROUP, INC.

Dated: 04/24/2006
                                         By: /s/ WILLIAM J. REILLY
                                         ----------------------------
                                         William J. Reilly, President

         Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

NAME                                   TITLE                  DATE

By: /s/ WILLIAM J. REILLY              President            04/24/2006
    -----------------------
     William J. Reilly

By: /s/ THOMAS HAGAN                   Chief Financial
    -----------------------            Officer, Director    04/24/2006
     Thomas Hagan






























                                      -25-

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