-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MlTuIs58WWsFliJpsWvpIazCYgdRs1NFanOw3uvMTfzZ+F6UzYoqHlOhDwVA0xKx 1DwPtNfG1pZbb1ggJEGm+Q== 0001108017-04-000764.txt : 20041229 0001108017-04-000764.hdr.sgml : 20041229 20041229162237 ACCESSION NUMBER: 0001108017-04-000764 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Li Zengfu CENTRAL INDEX KEY: 0001312733 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 954-564-6616 MAIL ADDRESS: STREET 1: 2455 E SUNRISE BLVD STREET 2: SUITE 905 CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUN CITY INDUSTRIES INC CENTRAL INDEX KEY: 0000095302 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 590950777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12853 FILM NUMBER: 041231378 BUSINESS ADDRESS: STREET 1: 1220 GLENMORE DR. CITY: APOPKA STATE: FL ZIP: 32712 BUSINESS PHONE: 407-8802213 MAIL ADDRESS: STREET 1: 1220 GLENMORE DRIVE CITY: APOPKA STATE: FL ZIP: 32712 FORMER COMPANY: FORMER CONFORMED NAME: SUN CITY DAIRY PRODUCTS INC DATE OF NAME CHANGE: 19690727 SC 13D 1 zenli13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY
(formerly SUN CITY INDUSTRIES, INC.)
(Name of Issuer)

Common Stock, par value $.001
(Title of Class of Securities)

866665201
(CUSIP Number)

110 Sarasota Quay, Suite B, Sarasota, FL 34236
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 16, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ___.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

-1-



    1.        Names of Reporting Persons.

              I.R.S. Identification Nos. of above persons (entities only).

              Zengfu Li

    2.        Check the Appropriate Box if a Member of a Group* (a) [__] (b) [__]

    3.        SEC Use Only

    4.        Source of Funds (See Instructions)
              OO

    5.        Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

    6.        Citizenship or Place of Organization
               People’s Republic of China

Number of
Shares Beneficially
Owned by
Each
Reporting
Person With 		7. Sole Voting Power
    2,688,000
8. Shared Voting Power
    
9. Sole Dispositive Power
    
10. Shared Dispositive Power
      

    11.         Aggregate Amount Beneficially Owned by Each Reporting Person
                 2,688,000

    12.        Check if the Aggregate Amount in Row (11) Excludes Certain Shares*

    13.        Percent of Class Represented by Amount in Row (11)
                 7.45%

    14.        Type of Reporting Person (See Instructions)
                 IN

-2-



The reporting persons identified on pages 2 through 7 to this Schedule 13D hereby make the following statement (this “Statement”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

Item 1. Security and Issuer

This Statement relates to the common stock, $.001 par value per share (the “Common Stock”), of Sun City Industries, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 110 Sarasota Quay, Sarasota, Florida 34236

Item 2. Identity and Background

This Statement is being filed an individual residing in China (the “Reporting Person”) and can be contacted c/o the Issuer’s address at 110 Sarasota Quay, Suite B, Sarasota, Florida 34236.
The Reporting Person has not, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On December 16, 2004, a closing took place wherein Sun City Industries acquired all of the shares of Yangling Daiying Biological Engineering, a corporation incorporated under the laws of the Peoples Republic of China, and its shareholders and others received stock in Sun City as part of this transaction and exchanged their shares in this subsidiary for shares in Sun City.

Item 4. Purpose of Transaction

The purpose of the transaction was for Sun City Industries, Inc. to acquire Yangling Daiying Biological Engineering Co., Ltd., as a subsidiary and obtain shares from the shareholders of this company that is incorporated in the Peoples Republic of China in accordance with the Reorganization Agreement.

Item 5. Interest in Securities of the Issuer

(a)     At the closing of the Reorganization Agreement, there will be issued and outstanding 36,057,102 shares issued and outstanding and accordingly this shareholder will have the following percentage: 7.45%

(b)     The number of shares of the shareholder is 2,688,000

(c)     NONE

(d)     Not applicable.

(e)     Not applicable.

-3-



Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 16, 2004, Sun City Industries, Inc. closed on a Reorganization Agreement with Yangling Daiying Biological Engineering Co. Ltd. (“YDBE”), a corporation incorporated in the People’s Republic of China.

The transaction was structured as an integrated reverse takeover which means that the former holder of YDBE’s securities have obtained voting control over Sun City upon the issuance of the 36,000,000 shares under the Reorganization Agreement and YDBE is a wholly owned subsidiary of Sun City.

Item 7. Material to Be Filed as Exhibits

  Exhibit 1. Reorganization Agreement, dated 4/20/04 (1)

  Exhibit 2. Amendment to Reorganization Agreement, dated August 3, 2004 (1)

  Exhibit 3. Amendment to Reorganization Agreement, dated November 23, 2004

  Exhibit 4. Certificate of Amendment to the Certificate of Incorporation, dated December 21, 2004

(1) Incorporated by referenced to our Information Statement on Schedule 14C filed on August 19, 2004, file number 001-06914

-4-



SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: 12/27/2004


BY: Zengfu Li
——————————————
Zengfu Li

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

-5-



EX-3 2 ex3.htm

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

Sun City Industries, Inc.

        Sun City Industries, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that the amendment set forth below to the Company’s Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware:

        Article I is hereby amended as follows:

      “NAME

        The name of the Corporation shall be Worldwide Biotech & Pharmaceutical Company.”

        IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 21st day of December, 2004.

City Industries, Inc.


BY: /S/ Tony Frudakis
——————————————
Tony Frudakis,
President Sun

EX-2 3 ex2.htm

EXHIBIT 2

AMENDMENT TO REORGANIZATION AGREEMENT

        THIS AMENDMENT TO REORGANIZATION AGREEMENT (“Agreement”) dated November , 2004 is made and entered into by and between Sun City Industries, Inc., a Delaware corporation (“Corporation”), and shareholders of Yangling Daiying Biological Engineering Co., Ltd., Guo WenXia; Qiang Li, Jianjun Liu; etc., Yangling Daiying Biological Engineering Co., Ltd., (hereinafter referred to as the “Subscriber”). “Corporation” and “Subscriber” being collectively referred to as the “Parties”.

P R E A M B L E:

        WHEREAS, the Parties previously executed that certain Reorganization Agreement dated April 20, 2004 (“Reorganization Agreement”).

        WHEREAS, the Parties desire to revise Schedule B of the Reorganization Agreement (Schedule B lists the shares to be registered in the Corporation’s registration statement with the Securities and Exchange Commission).

        NOW, THEREFORE, in consideration of the premises as well as the mutual covenants hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:

W I T N E S S E T H:

  1.0 Amendment to Schedule B. Schedule B of the Reorganization Agreement shall hereby be amended as follows:

SCHEDULE B

(Shares to be registered in the Corporation’s registration statement
filed with the SEC)

  4,000,000- Registered for direct funding and promotion.

  2,800,000- Registered for Coast to Coast Equity Group, Inc. (1,400,000 shares shall be held in escrow for the benefit of Coast to Coast Equity Group, Inc. by the Corporation’s attorney pending completion of funding in accordance with the Reorganization Agreement).

  1,200,000- Designated by Shaoping Lu (China Hi-Tech Fund).

  3,500,000- Designated by Yangling Daiying Biological Engineering Co., Ltd.

IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed effective as of the 23 day of November, 2004.

CORPORATION:

SUN CITY INDUSTRIES, INC.


BY: /s/ Tony Frudakis
——————————————
Tony Frudakis

SUBSCRIBER:

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.


BY: /s/ WenXia Guo
——————————————
WenXia Guo
Chief Executive Officer

CONSULTANT:

COAST TO COAST EQUITY GROUP, INC.


BY: /s/ Charles J. Scimeca
——————————————
Charles J. Scimeca
President

-----END PRIVACY-ENHANCED MESSAGE-----