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 SEPTEMBER 30, 2004

                         COMMISSION FILE NO. 333-107826

                             SUNCOAST NATURALS, 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)

4800 N. Federal Hwy., Suite A-301, Boca Raton FL           33431
------------------------------------------------         ----------
(Address of principal executive offices)                 (Zip Code)

                                 (561) 995-7345
                           (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 December 13, 2004 is 4,850,000 shares of $.001 par value
common stock and 100,000 shares of Class "A" convertible preferred stock with a
$.01 par value.


<PAGE>


                             SUNCOAST NATURALS, INC.


                                      INDEX

                                                                            PAGE
PART I  FINANCIAL INFORMATION

Consolidated Balance Sheet-September 30, 2004.................................1

Consolidated Statements of Operations-Three Months
Ended September 30, 2004......................................................2

Consolidated Statements of Operations-Nine Months
Ended September 30, 2004......................................................3

Consolidated Statement of Cash Flows-Nine Months
Ended September 30, 2004......................................................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....................................................28

Item 2. Changes in Securities................................................28

Item 3. Defaults Upon Senior Securities......................................28

Item 4. Submission of Matters to a Vote of Security Holders..................28

Item 5. Other Information....................................................28

Item 6. Exhibits on Reports on Form 8-K......................................29

Signature Page...............................................................30


<PAGE>


                             SUNCOAST NATURALS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)
CURRENT ASSETS:
  Cash and cash equivalents                                         $    12,483
  'Accounts receivable less doubtful accounts
    'of $10,000                                                          17,936
  Inventory                                                             200,981
  Prepaid expenses and other current assets                              15,341
                                                                    -----------

      TOTAL CURRENT ASSETS                                              246,741

PROPERTY, PLANT AND EQUIPMENT, net                                       40,007
                                                                    -----------

      TOTAL ASSETS                                                      286,748
                                                                    ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                      501,084
  Accrued royalties and sales commissions                                85,957
  Note Payable                                                          300,000
  Other current liabilities                                             251,768
                                                                    -----------

      TOTAL CURRENT LIABILITIES                                       1,138,809
                                                                    -----------

LONG TERM LIABILITIES - SHAREHOLDERS                                     12,556
                                                                    -----------

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                                                        992,142
                                                                    -----------

                                                                        993,142
                                                                    -----------
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value, authorized:
    25,000,000, and 4,540,000 shares
    issued and outstanding at September 30, 2004                          4,540
  Additional paid-in-capital                                          2,180,731
  Retained deficit                                                   (4,043,030)
                                                                    -----------

      TOTAL STOCKHOLDERS' (DEFICIT)                                  (1,857,759)
                                                                    -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      $   286,748
                                                                    ===========

               See notes to the consolidated financial statements


                                       -1-
<PAGE>


                             SUNCOAST NATURALS, INC.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                                                            FOR THE
                                                      THREE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                     2003               2004
                                                 -----------        -----------
NET SALES                                            961,603        $         0

COST OF SALES                                        354,796                  0
                                                 -----------        -----------

GROSS PROFIT                                         606,807                  0
                                                 -----------        -----------

DIRECT OPERATING EXPENSES:
   Sales and Marketing                               323,148              5,000
   Administration                                    323,073            469,666
                                                 -----------        -----------

TOTAL OPERATING EXPENSES                             646,221            474,666
                                                 -----------        -----------

(LOSS) FROM OPERATIONS BEFORE
   OTHER INCOME AND EXPENSE                          (39,414)          (474,666)
                                                 -----------        -----------


   Settlement Income                                    --                 --
   Start Up Costs                                       --                    0
   Interest Costs (net)                              (16,666)            (8,395)
                                                 -----------        -----------

LOSS BEFORE TAXES                                    (56,080)          (483,060)

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

NET (LOSS)                                           (56,080)       $  (483,060)
                                                 ===========        ===========

Net Loss Per Share:                                    (0.01)       $     (0.12)
                                                 ===========        ===========

Common shares outstanding:                         4,075,000          4,248,333
                                                 ===========        ===========


               See notes to the consolidated financial statements


                                      -2-
<PAGE>


                             SUNCOAST NATURALS, INC.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                                            FOR THE
                                                       NINE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                    2003                2004
                                                 -----------        -----------
NET SALES                                        $ 1,643,899        $    87,518

COST OF SALES                                        604,275             52,927
                                                 -----------        -----------

GROSS PROFIT                                       1,039,624             34,592
                                                 -----------        -----------

DIRECT OPERATING EXPENSES:
   Sales and Marketing                               776,452             23,805
   Adminstration                                     696,984            833,110
                                                 -----------        -----------

TOTAL OPERATING EXPENSES                           1,463,436            861,915
                                                 -----------        -----------

(LOSS) FROM OPERATIONS BEFORE
   OTHER INCOME AND EXPENSE                         (424,812)          (827,324)
                                                 -----------        -----------


   Settlement Income                                       0               --
   Start Up Costs                                          0            (31,500)
   Interest Costs (net)                              (34,835)           (28,821)
                                                 -----------        -----------

LOSS BEFORE TAXES                                   (458,647)          (887,644)

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

NET (LOSS)                                       $  (458,647)       $  (887,644)
                                                 ===========        ===========

Net Loss Per Share:                              $     (0.12)       $     (0.22)
                                                 ===========        ===========

Common shares outstanding:                         3,850,000          4,089,555
                                                 ===========        ===========


               See notes to the consolidated financial statements


                                      -3-
<PAGE>


                             SUNCOAST NATURALS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                               FOR THE
                                                          NINE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                          2003           2004
                                                       ---------      ---------
OPERATING ACTIVITIES:
   Net Income (Loss)                                   $(717,589)     $(887,644)
Adjustments to reconcile net income
   (loss) to net cash provided by operations:
   Common stock issued for services                         --          300,156
   Depreciation and amortzation                           15,650          5,530
   Book value of assets disposed                            --           18,602
   Bad debt                                               10,843         20,000
   (Increase) decrease in assets:
     Accounts receivable                                 (27,965)         7,699
     Inventory                                           106,929        (49,407)
     Other current assets                                (39,784)         7,500
     Other assets                                         (3,777)          --
    Increase (decrease) in liabilities:
     Accounts payable                                    199,095        231,396
     Accrued expenses - royalties                         21,940         (7,250)
     Accrued expenses - other                            144,897         44,663
     Redeemable preferred stock                           19,289           --
                                                       ---------      ---------

        Total adjustments                                441,117        579,883
                                                       ---------      ---------

NET CASH (USED IN)
    OPERATING ACTIVITIES                                (270,472)      (307,761)
                                                       ---------      ---------

INVESTING ACTIVITIES:
   Purchase of fixed assets                              (20,000)          --
                                                       ---------      ---------

NET CASH FLOWS (USED IN) INVESTING
    ACTIVITIES                                           (20,000)          --
                                                       ---------      ---------

FINANCING ACTIVITIES:
   Issuance of Common Stock                              132,000           --
   Proceeds From Bridge Note                             150,000        375,000
   Repayment of Bridge Note                                 --          (75,000)
   Advance from officers                                  38,017           --
   Repayment of Notes from officers                      (38,017)          --
                                                       ---------      ---------

NET CASH FLOWS PROVIDED BY (USED IN)
    FINANCING ACTIVITIES                                 282,000        300,000
                                                       ---------      ---------

NET INCREASE (DECREASE) IN CASH                           (8,472)         7,761

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                              20,189          4,722
                                                       ---------      ---------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                       $  11,717      $  12,483
                                                       =========      =========

               See notes to the consolidated financial statements


                                      -4-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

NOTE 1 - GOING CONCERN

         As shown in the above financial statements, the Company incurred a net
loss of $875,904 during the year ended December 31, 2002 and $1,013,587 during
the year ended December 31, 2003. Additionally, the company had a stockholders'
deficit of $1,625,818 at September 30, 2004 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>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

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

         Suncoast Naturals, 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>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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:

                                Nine 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>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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 nine month period ended September 30, 2004
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>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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. The Company has
chosen to continue 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 is 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. The Company has adopted the
"disclosure only" alternative described in SFAS 123 and SFAS 148, which require
pro forma disclosures of net income and earnings per share as if the fair value
method of accounting had been applied.

ROYALTIES

         The Company includes royalties and founders commissions incurred as
cost of sales based on agreement terms.


                                      -9-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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 years ended
December 31, 2003 and 2002.

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 nine 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
Should the Company attain and record net income in this subsidiary, 40% would be
allocated to the minority shareholders, and cumulatively, should this subsidiary
accumulate earnings in excess of its cumulative losses, the Company would record
amounts allocable to "minority interest", which would be a reduction of
stockholders' equity.


                                      -10-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

RECENT ACCOUNTING PRONOUNCEMENTS

         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


                                      -11-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


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.

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,     September 30,
                                                     2003             2004
                                                                   (Unaudited)

Raw Materials                                     $  66,414        $  62,475
Finished goods                                       75,172          158,506
                                                   --------         --------

Total                                               141,586          220,981

Less: Reserve for obsolescence                      (20,000)         (20,000)
                                                   --------         --------

Inventory, Net                                     $121,586         $200,981
                                                   ========         ========

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

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

                                                December 31,     September 30,
                                                    2003             2004
                                                                  (Unaudited)
Improvements and fitouts                         $  17,650        $  17,650
Machinery and equipment                              9,857            9,857
Computer software and website                       49,649           29,649
Furniture and fixtures                              37,070           17,483
                                                 ---------        ---------
                                                   114,226           74,639

Less: Accumulated depreciation                     (50,087)         (34,632)
                                                 ---------        ---------

Property, Plant and Equipment, net               $  64,139        $  40,007
                                                 =========        =========

         Depreciation expense for the nine months ended September 30, 2004 and
2003 was $10,488 and $5,530 respectively and $2,765 and $5,245 for the three
months ended September 30, 2004 and 2003, respectively.


                                      -12-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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.

                                               Nine Months Ended
                                                 September 30,
                                               2003        2004
Net Sales
United States                                 $1,379      $   71
Mexico                                           235          17
                                              ------      ------

Total                                         $1,644      $   88
                                              ======      ======

         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


                                      -13-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


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.

         During the nine months ended September 30, 2004 and the three month
period ended September 30, 2004, the Company imputed $24,590 and $8,395 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 25,000,000 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


                                      -14-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

therefor, and, upon our liquidation, 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 April and May, 2003, the Company issued 200,000 shares of Common
Stock at the price of $.66 per share, together with 125,000 warrants (the "A"
warrants) to purchase 125,000 shares of Common Stock at $1.00 per share through
December 31, 2007, for total proceeds to the Company of $132,000.

         In May, 2003, the Company issued $150,000 principal value of
Convertible Notes, convertible into 225,000 shares of Common Stock at the price
of $.66 per share on or prior to the initial maturity date of September 30,
2003.

         In May, 2003, the Company issued 100,000 warrants (the "A" warrants) to
purchase 100,000 shares of Common Stock at $1.00 per Share through December,
2007, and 225,000 warrants (the "B" warrants) to purchase 225,000 shares of
Common Stock at $.66 per share initially exercisable through December, 2003 and
extended through December 3, 2004.

         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 $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.

Options and Warrants

         In addition to our outstanding common stock, there are, as of November
1, 2004, 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:

Description                  Number    Weighted Average    Expiration
                          Outstanding  Exercise Price

Class "A" Warrants         2,650,000       $  .50           12/31/07
Class "B" Warrants           450,000       $ 0.66           12/31/04

     Total                 3,100,000       $  .53


                                      -15-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (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

         Certain operating leases for the nine months September 30, 2003 and
2004 for office and warehouse space maintained by the Company resulted in rent
expense of $62,086 and $41,840, respectively.

         Additionally, the Company leased fixtures and office equipment for the
nine months ended September 30, 2003 and 2004 under operating leases which
resulted in equipment rental expenses of $13,497 and $10,998, respectively.

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
provides for a payment to Caribbean Pacific International, Inc. of a 5% royalty
on net sales receipts from sales of Caribbean Pacific-branded products. The
royalty is not applicable to products developed or sold by us which do not
utilize the Caribbean Pacific brand-name or trademarks. During the nine months
ended September 30, 2003 and 2004 the Company recorded royalty expense to
Caribbean Pacific International, Inc. of $15,456 and $0, respectively.


                                      -16-
<PAGE>


                             SUNCOAST NATURALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


Employment Agreements

         In July 2004, the Company entered into Executive Employment agreements
with its Chairman, William J. Reilly, 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. The
agreements also provided a grant of 50,000 restricted shares of common stock and
a conditional grant of up to 1,500,000 class "A" common stock purchase warrants
exercisable at $1.00 per share to each executive. The Company issued 440,000
shares of its common stock to employees under these agreements valued at
$291,900 during the three months ended September 30, 2004.

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
nine months ended September 30, 2004, and the three months ended September 30,
2004 the Company imputed $16,150 and $8,190, respectively, of interest expense
on this obligation.

         Caribbean Pacific International, Inc., the holder of the royalty
agreement, is also the 40% minority shareholder of CARIBBEAN PACIFIC NATURAL
PRODUCTS.

NOTE 10 - CONVERTIBLE NOTES

         In July 2004, the Company issued $300,000 in Convertible Term Notes,
payable on October 2, 2004 with interest at 6% per annum. The notes are
convertible into shares of the Company's common stock at $1.00 per share.


                                      -17-
<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.,
which at present is its only operating subsidiary. The results of operations for
the three months and nine months ended September 30, 2003 and 2004,  include the
business operations of this subsidiary.

Three Months Ended September 30, 2004 vs. September 30, 2003

The Company  reported no revenue for the three months ended  September  30, 2004
and  $961,603  for the  comparable  period in 2003, 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.

Cost of sales for the three months ended September 30, 2004 were correspondingly
zero as  compared  to cost of sales  of  $354,796  for the  three  months  ended
September  30,  2003.  This  represents  total  cost of  sales  of  36.8%,  as a
percentage  of revenue  for the three  months  ended  September  30,  2003.  The
deterioration  of  margins  is  attributable  to the  discontinuance  of certain
products  and product  arrangements  the  company  believes in the long run will
increase profitability.


                                      -18-
<PAGE>


Selling and marketing  expenses were $5,000 for the three months ended September
30, 2004 as compared to $323,148  during the same period in 2003,  a decrease of
$318,148  over the same period in the prior year.  This  reduction  in sales and
marketing costs can be attributed the reduction in marketing  programs while the
Company begins to re-configure its product mix and re-configure its distribution
alignment.

Administrative  expenses were $469,666 for the three months ended  September 30,
2004 as compared to $323,073  the same period in 2003,  an increase of $146,593.
This  increase  in  administrative  expenses  can  be  attributed  to  increased
compensation to new officers  including $291,900 in equity  compensation  during
the current quarter and increases in general corporate overhead  expenses,  such
as legal and professional fees, which relate to the development of the Company's
new product  lines and  implementation  of its new  marketing  and  distribution
programs,   including   approximately  $51,000  of  costs  associated  with  the
assignment of the Mexico office to the distributor.

Interest  costs were $8,395 for the three month period ended  September 30, 2004
compared to $16,666 in the same period in 2003.  The reduction in interest costs
can be attributed to the  conversion of a $150,000  bridge note during the prior
quarter ending March 31, 2004.

The Company  reported a net loss of $483,060  for the three month  period  ended
September 30, 2004 as compared to a net loss of $56,080  during the three months
ended  June 30,  2003.  This  represents  a loss per share of $.12 for the three
months ended  September 30, 2004 as compared to a loss per share of $.01 for the
three months ended June 30, 2003.


Nine Months Ended September 30, 2004 vs. September 30, 2003

The Company  reported $87,518 of revenue for the nine months ended September 30,
2004 and $1,643,899  for the  comparable  period in 2003, a decrease in sales of
$1,556,381,  when compared to 2003. This decrease is primarily attributable to a
reduction in certain marketing programs  considered to be unprofitable which had
been  implemented  by previous  management  of the Company;  a  re-alignment  of
commission  agreements  the  Company  felt  were   counterproductive;   and  the
re-configuration  of product mix,  that,  should the Company  retain its current
volume and  successfully  implement a plan to grow revenue levels  sufficient to
restore its prior years volume levels, would permit the Company to obtain better
gross margins and contain its compensation  expenses.  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.

Cost of sales for the nine  months  ended  September  30,  2004 were  $52,927 as
compared to cost of sales of $604,275 during the nine months ended in 2003. This
represents  total cost of sales of 60.5%,  as a  percentage  of revenue in 2004,
compared with a total of 36.8% in the same period in 2003. This deterioration of
margins is attributable to the  discontinuance  of certain  products and product
arrangements the company believes in the long run will increase profitability.

Selling and marketing  expenses were $23,805 for the nine months ended September
30, 2004 as compared to $776,452 in 2003, a decrease of $752,647, over the prior
year expenses. This reduction in sales and marketing costs can be attributed the
reduction in marketing  programs  while the Company begins to  re-configure  its
product mix and re-configure its distribution alignment.

Administrative  expenses were  $833,110 for the nine months ended  September 30,


                                      -19-
<PAGE>


2004 as compared to $696,984  during the nine  months  ended June 30,  2003,  an
increase of $136,126. This increase in administrative expenses can be attributed
to  compensation  to new  officers in equity  compensation,  including  $291,900
during the  current  quarter  increased  aand  increases  in  general  corporate
overhead  expenses,  such as legal and  professional  fees,  which relate to the
development  of the Company's new product  lines and  implementation  of its new
marketing and distribution  programs,  including  approximately $51,000 of costs
associated with the assignment of the Mexico office to the distributor.

Interest  costs were  $28,821  for the nine  months  ended  September  30,  2004
compared to $34,835 in 2003.  Start up costs of $31,500 were incurred during the
period  ended  September  30,  2004 as compared to $26,000 in the same period in
2003.  These costs are in connection with the  transaction to acquire  Caribbean
Pacific Natural Products, Inc., the Company's 100%-owned subsidiary.

The Company  reported a net loss of $887,644 for the nine months ended September
30, 2004 as compared to a net loss of $458,647 during the nine months ended June
30, 2003.  This represents a loss per share of $.22 during the nine months ended
September  30,  2004 as compared to a loss per share of $.12 for the nine months
ended June 30, 2003.


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.


                                      -20-
<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:


                                                       Nine Months Ended
                                                          September 30,
                                                         2003      2004
                                                       ------     ------
                                                          (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.


                                      -21-
<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 nine months ended September 30, 2004 and the three month period ended
September 30, 2004, 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.


                                      -22-
<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.


                                      -23-
<PAGE>


Current Plan of Operations
--------------------------

       The  Company  was  organized  in  November,  2002  to  specialize  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.  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.

     In addition to distributing our own line of products, we have completed our
acquisition of a controlling 60% interest in Caribbean Pacific Natural Products,
Inc.  (CPNP),  and will be the sole-source  supplier of existing and future CPNP
products which are branded under the "Caribbean Pacific" trademark.

     In  July,   2004,  we  acquired  an  exclusive,   world-wide   license  and
distribution  Agreement from Halcyon LLC of Fort Lauderdale,  FL to manufacture,
market,  distribute  and  license  their  entire  product  line  of  nutritional
supplement and health products.

  Halcyon is engaged  in the  business  of  developing  all-natural  nutritional
supplement  products,  including the "XCEL(TM)"  isotonic  sports drinks and the
"Opti-Woman(TM)" health beverage. Suncoast Naturals manufactures and distributes
a proprietary line of all-natural sun-care, skin-care and nutritional supplement
products,   using  eco-safe  ingredients  derived  from  organic  and  renewable
resources.

Joint Venture With Intervivaz, Inc.; Reorganization of Operations
-----------------------------------------------------------------

     On November 12,  2004,  the Company  announced  that it had entered into an
exclusive manufacturing and marketing agreement with Intervivaz,  Inc. of Perth,
Australia,   which  developed  and   manufactures   the   proprietary   line  of
Archistone(TM) engineered limestone building materials. The Company has obtained
exclusive rights to the product line in the North American Market, and will work
with Intervivaz to establish a manufacturing  plant in the South Florida area by
the first quarter of 2005.

     As a result of this new venture,  the Company  will,  prior to December 31,
2004, reorganize its existing  suncare/skincare/nutritional  supplement products
into a separate marketing division under its wholly-owned subsidiary OptiLiving,
Inc. In order to more fully reflect its diversifying product lines, the Board of
Directors of the Company has  approved a name change to "Suncoast  Distributing,
Inc." which will also take effect prior to December 31, 2004.

Our "Caribbean Pacific(TM)" Product Line
----------------------------------------

       Caribbean  Pacific Natural Products,  Inc. (CPNP),  which is 60% owned by
the Company,  holds an exclusive  license to produce,  market and  distribute an
exclusive  line of  all-natural  sun and skin care  products  developed  over an
eight-year period by Caribbean Pacific International, Inc. The CPNP product line
is differentiated  from its competition by the elimination of the petrochemical,
synthetic  and chemical  additives  which are  prevalent in all standard sun and
skin care products.

     The  Caribbean  Pacific  products are  manufactured  and marketed  under an
exclusive,   world-wide   Product  License   Agreement  from  Caribbean  Pacific
International,  Inc. (CPI), the original  developer of the products and owner of
the trademarks,  which owns 40% of CPNP. The twenty-five year license  agreement


                                      -24-
<PAGE>


expires in 2025, and provides for a payment to CPI during the initial four years
of the  agreement of a 5% royalty on net sales  receipts from sales of Caribbean
Pacific-branded products. The royalty is not applicable to products developed or
sold by us which do not utilize the Caribbean Pacific brand-name or trademarks.

       The CPNP product line is  non-toxic,  hypoallergenic,  reef-friendly  and
safe and  effective  for all age  consumers.  This  product  line has become the
exclusive  choice  of  some  of the  world's  most  famous  resort  destinations
including  Anheuser-Busch's  Discovery  Cove in Orlando,  FL and  Mexico's  most
famous archeological water park resorts Xel-Ha and Xcaret. The CPNP Custom Label
program is rapidly expanding throughout major hotel and resort chains, including
Hyatt,  Marriott,  Westin,  Allegro, and Wyndham, as well as specialty companies
such as "Pusser's" rum. CPNP has  revolutionized  the custom-label  distribution
concept by  "co-branding"  with these  premier  accounts  in such a manner  that
CPNP's name, logos and product features are an integral part of the packaging.


         CPNP has identified and has begun market  penetration of a market niche
of high-end and luxury  consumers,  and promotes directly to this market through
its distribution  channels at premier resorts in Florida,  California,  Arizona,
Mexico,  the  Caribbean  and  Hawaii.  CPNP  utilizes  a  number  of  sales  and
promotional  venues within these resorts  including pool and beach  concessions,
in-room sales, gift and pro shops and group/convention packages. It is presently
expanding the  marketing  program of its  specialty  golf and tennis  "dry-grip"
products by utilizing independent manufacturer's  representatives to place these
products in golf and tennis pro shops throughout the United States.


Our Nutritional Beverage Line
-----------------------------

     As part of our focus on developing or acquiring new and exciting  additions
or extensions to our existing all-natural and health products,  we have obtained
from Halcyon,  LLC the exclusive  world-wide  rights to distribute and license a
proprietary line of sport and nutritional supplement beverages.

     Halcyon is engaged in the business of  developing  all-natural  nutritional
supplement  products,  including the "XCEL(TM)"  isotonic  sports drinks and the
"Opti-Woman(TM)" health beverage. As a result of this license, Suncoast Naturals
will  exclusively  manufacture  (through  a contract  manufacturer),  market and
distribute these products through our current  distribution  channels as well as
through other distributors and brokers.

    XCEL(TM) is a true nutraceutical, isotonic, energy replacement beverage that
is vitamin and mineral  fortified to meet the demands of  strenuous  activities.
XCEL(TM)  has been  scientifically  formulated  with a  better  sodium/potassium
balance to help regulate your body's temperature and water balance during higher
levels of exercise.  XCEL(TM) is also the only  nutraceutical/functional  sports
drink  that  contains  aloe  vera,   with  complex   carbohydrates,   fiber  and
immune-enhancing  benefits for healthy and active  lifestyles.  XCEL(TM) will be
available in four popular flavors  (Lemon-Lime,  Orange, Grape and Citrus Punch)
in both bottles and powder mix.

     Opti-Woman(TM)  is the  result  of a joint  effort  between  Halcyon,  LLC,
LaBoost Inc. and InterHealth  Nutraceuticals,  Inc. to develop a gender specific
product  for women to address  the  controversy  over  whether  to take  Hormone
Replacement  Therapy  (HRT)  or  "all-natural"  ingredients  to  facilitate  the


                                      -25-
<PAGE>


symptoms of Menopause during mid-life changes.

     Opti-Woman(TM)  is the  first  unique,  non-carbonated,  natural  cranberry
flavored,  low-calorie  beverage  specifically  designed  for  women  undergoing
mid-life  changes.  Formulated  with  proprietary  ingredients  such as ActiVin,
Protykin and ChromeMate,  along with soy Isoflavones and Folate, these nutrients
provide powerful antioxidants,  plant estrogens  ("phytoestrogens") and vitamins
that have been  shown to help  maintain  normal  estrogen  activity,  reduce hot
flashes,  balance mood swings,  promote  healthy bones,  protect  cardiovascular
health,  promote healthy skin,  prevent the effects of premature aging - before,
during and after mid-life changes.


Our New Spa Product Line
------------------------

         Recognizing  the  growth of the  luxury  Spa and Day Spa  market in the
United  States,  and the higher  margins from their luxury  product  lines,  the
Company intends to utilize its existing unique  formulations  and  manufacturing
capabilities  to  offer a  complete  line of  all-natural  skin,  hair  and body
products  to  those  markets,   with  a  particular  emphasis  on  private-label
formulations  for small to medium  size Day Spas  which are  largely  ignored by
existing  manufacturers.  As part of this  strategy,  management  will establish
direct contact with Spa Directors and will utilize top  Estheticians  and former
Spa management in the field to remain an integral part of the customer's  growth
as well as to obtain new customers.

     Business relationships in the Spa market are primarily based on credibility
and referrals,  and despite its burgeoning  growth it still remains a relatively
insulated industry.  As a result of its individualized  marketing approach,  the
Company  intends  to  establish  itself as a leader in  unique  and  specialized
product  development.  The wide variety of products  offered by the Company,  as
well  as the  vertical  integration  which  will  be  afforded  by its  in-house
development,  formulation and manufacturing capabilities,  provides ample growth
opportunity  by  replacing   other   suppliers  who  are  not  able  to  provide
individualized private-label formulations.

     During the early development of the luxury and day Spa market in the United
States,  many different products from many different companies were prevalent in
the retail venues,  and there was no consistency or uniqueness to  differentiate
the  particular  Spa's  indigenous   characteristics   or  marketing  niche.  By
specializing in custom-designed  private-label  products, as well as its generic
line of Spa and Resort  products,  the  Company  has  positioned  itself to be a
sole-source  supplier within a  rapidly-growing  industry,  and in particular to
establish  itself  as the  premier  supplier  of  all-natural  and  high-quality
products.

LIQUIDITY AND CAPITAL RESOURCES

         As shown in the above financial statements,  the Company incurred a net
loss of $875,904  during the year ended December 31, 2002 and $1,013,587  during
the year ended December 31, 2003. Additionally,  the company had a stockholders'
deficit of $1,625,818 at September 30, 2004 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


                                      -26-
<PAGE>


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.


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  September 30, 2004
that have materially  affected,  or are reasonably likely to materially  affect,
our internal controls over financial reporting.


                                      -27-
<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
negotiating with a short-term  creditor to repay a promissory note in the amount
of $300,000 on or before  January  15,  2005.  In the event that the note is not
repaid the creditor  will have the right to enter  judgment in that amount.  The
creditor  also  retains the right to convert the  principal  amount of said note
into shares of Common Stock at a conversion price of $1.00 per Share.


ITEM 2.  CHANGES IN 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  $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.

         In July 2004,  the Company issued  $300,000 in Convertible  Term Notes,
payable  on  October  2,  2004  with  interest  at 6% per  annum.  The notes are
convertible into shares of the Company's common stock at $1.00 per share.

         In July 2004, the Company entered into Executive Employment  agreements
with its Chairman,  William J. Reilly,  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.  The
agreements  also provided a grant of 150,000  restricted  shares of common stock
and a grant of 1,500,000 class "A" common stock purchase warrants exercisable at
$1.00 per share to each executive.

     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.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                           NONE

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

                           NONE

ITEM 5.  OTHER INFORMATION.

                           NONE


                                      -28-
<PAGE>


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

                  Exhibit 31.1a 31.2 32.1 32.2 - Officer Certifications

                  Reports on Form 8-K:

                           NONE























                                      -29-
<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.



                                         Suncoast Naturals, Inc.


Dated: December 13, 2004
                                         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            12/13/04
    -----------------------
     William J. Reilly

By: /s/ THOMAS HAGAN                   Chief Financial
    ----------------------             Officer, Director     12/13/04
     Thomas Hagan

By: /s/ MATTHEW COHEN                   Director             12/13/04
    ----------------------------
     Matthew Cohen










                                      -30-