SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report: MARCH 31, 2005 Commission File: 333-107826
SUNCOAST NATURALS, INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 02-0656132
(State of Incorp.) (IRS Employer Identi-
fication Number)
5447 NW 42ND Ave., Boca Raton, FL 33496
(Address of Principal Executive Offices)
(561) 995-4625
(Registrant's Telephone Number)
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The following current report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 is filed pursuant to Rule 13a-ll or Rule 15d-11:
ITEM 2.01: ACQUISITION OR DISPOSITION OF ASSETS
The Board of Directors has approved a spin-off of its wholly-owed
subsidiary, OptiLiving, Inc. through a stock dividend to its shareholders. The
subsidiary owns the formulations and trademarks of the all-natural suncare and
skincare products marketed under the brand names of Caribbean Pacific and
Suncoast Naturals.
The spin-off will be accomplished through the dividend of one Share of
OptiLiving, Inc. Common Stock to holders of each one Share of Suncoast Naturals,
Inc. Common Stock owned of record as of the close of business on March 31, 2005,
and the plan is presently being submitted to shareholders for approval on
written consent.
OptiLiving, Inc. will be under the scientific direction of Dr. Sam Saliba,
the Company's Director of Research and Development, and a management and
marketing team is presently being assembled to re-launch the various product
lines. The Company is also negotiating the acquisition of a manufacturing
facility which will be fully licensed to produce the all-natural suncare,
skincare, and nutriceutical products which will be marketed by OptiLiving. The
Registrant is presently evaluating several additional potential acquisitions of
or joint ventures with companies in related industries.
ITEM 4.01: RESIGNATION OF INDEPENDENT AUDITOR
The firm of Rosenberg Rich Baker Berman & Co., CPA, has notified the
Registrant that it has resigned as independent auditors for the Registrant.
Management has not been advised of any dispute with respect to the financial
statements or practices of the Registrant, nor is Management aware of any such
disputes. The Registrant has retained the firm of Walden Certified Public
Accountants to serve as its independent auditor for the calendar year ended
December 31, 2004.
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ITEM 5.02: RESIGNATION OF DIRECTOR OF THE REGISTRANT
The Board of Directors of the Registrant has accepted the resignation of
Sean McCarthy and Peter Schnieper as Officers and Directors of the Registrant,
effective as of December 1, 2004. The Board has appointed William J. Reilly to
serve as President of the Registrant and Thomas Hagan to serve as Secretary of
the Registrant.
SIGNATURES
Pursuant to the Requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: March 31, 2005 SUNCOAST NATURALS, INC.
By:/s/ WILLIAM J. REILLY
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WILLIAM J. REILLY
President
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