8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): December 22, 2004

_________________

SUN CITY INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)

Delaware	01-06914	59-0950777
(State or other jurisdiction of          Incorporation)	(Commission  File Number)	(IRS Employer  Identification Number)

110 Sarasota Quay, Sarasota, Florida 34236
(Address of principal executive offices)

941-365-2521
(Registrant’stelephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

Section 1. Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

        Sun City Industries, Inc., a Delaware corporation (the “Corporation”) entered into a Reorganization Agreement through Michael Manion as President on April 20, 2004 with Yangling Daiying Biological Engineering Co. Ltd. (Yangling), a corporation organized under the Peoples Republic of China and with the following shareholders of said company: Ms. Guo, Wen Xia, Jianjun Liu, etc., wherein the Corporation agreed to acquire all the authorized issued and outstanding common stock of Yangling in exchange for 34,880,000 of the Corporation’s Common Stock, which upon issuance would constitute approximately 87.2% of the Corporation’s issued and outstanding Common Stock. Subsequent to closing the former holders of Yangling shall obtain voting control over the Corporation. On June 30, 2004, Coast to Coast Equity Group, Inc. (“CCEG”), a Florida corporation, purchased 1,000,000 shares of common stock from Michael Manion in a Private Stock Purchase Agreement for the sum of $375,000.00, which funds were loaned to CCEG by George Frudakis. The terms of the loan have not been determined as of the date of this report. George Frudakis is the father of Dr. Tony Frudakis, now President and Director of the Corporation, and Charles Scimeca is the sole officer, director and shareholder of CCEG. Effective June 28, 2004, Michael Manion resigned as President and Director of Sun City Industries, Inc.

        The Reorganization Agreement is hereby incorporated by reference to a Schedule 14C Information Statement filed August 19, 2004 with the Securities and Exchange Commission. A copy of the Reorganization Agreement including Schedules is hereby incorporated by reference to a Schedule 14C filed on August 19, 2004. An Amendment to Reorganization Agreement was executed on August 3, 2004 (also an exhibit to the Schedule 14C) wherein the Corporation agreed to file an SB-2 Registration Statement or similar filing with the Securities and Exchange Commission within 60 days of closing to register the restricted securities of the Corporation set forth on Schedule B. Schedule B was amended to amend the shares to be registered as set forth in a subsequent Amendment to Reorganization Agreement. This Amendment to Reorganization Agreement was executed on November 23, 2004, and is an exhibit to this 8-K.

        On May 14, 2004 CCEG acting as consultant (the “Consultant”) entered into a consulting agreement with Yangling which agreement is incorporated by reference herein and made part hereof. Charles J. Scimeca is the sole officer, director and shareholder of CCEG which was the largest shareholder of the Corporation at the time. The consulting agreement provided for services to be rendered by CCEG as an independent contractor, which services include but are not limited to assisting Yangling in the dissemination of information pursuant to the Corporation’s obligation to report certain information under the Securities Exchange Act of 1934, as amended. In addition, CCEG would arrange and/or locate potential debt or equity funding sources without acting in the capacity of a broker/dealer and to assist in obtaining such funding in accordance with agreed upon funding thresholds and to act as a liaison with third parties to comply with informational reporting requirements applicable to public companies.

Yangling agreed to compensate Consultant by issuing 1,400,000 shares of stock to be held in escrow to be paid upon completion of funding of $4 million within 4 months of the effective date of the Registration Statement on Form SB-2. Consultant is also entitled to receive up to $1 million to be paid from funding received in excess of $4 million which will be used by Consultant for business related services along with a fee of 1.5% of the amount exceeding $4 million in the event Consultant provides a source of debt financing and 3,000,000 shares of the Corporation’s common stock to be issued in accordance with the terms of the Warrant Agreement.

        Yangling and CCEG on August 3, 2004 entered into an Addendum to Consulting Services Agreement to provide for payment to Consultant of $100,000.00 per year payable in equal monthly installments of $8,333.33 per month to be used by Consultant for various expenses to be incurred on behalf of Yangling.

        On May 14, 2004 Yangling and CCEG entered into a Warrant Agreement for the 3,000,000 shares to be paid to Consultant pursuant to the Consulting Agreement. Of these shares, 500,000 must be exercised at an exercise price of $.75 with 4 months of the effective date of the Registration Statement on Form SB-2, 800,000 at $1.50 within 6 months of the same date, 900,000 at $2.50 within 9 months of the same date, and 800,000 within 12 months of the same date.

        Pursuant to a Consent of Stockholders dated July 23, 2004, the Company has ratified the Reorganization Agreement, Amendments to Reorganization Agreement, Consulting Agreement, Amendment to Consulting Agreement, and Warrant Agreement, all of which shall be effective as of the closing which took place on December 16, 2004. As part of the closing, the shareholders of Yangling will be issued 30,880,000 shares which is equal to 89.10% of the shares to be issued not including the 1,400,000 shares held in escrow. Total shares issued to consumate the transaction were 33,600,000 including shares issued to consultants.

Section 5. Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

        As a result of the Reorganization Agreement, change of control occurred as of December 16, 2004. The number of shares held and the identity of the beneficial owners are filed as exhibits to Amended Reorganization Agreement and the 14C Information Statement and as an exhibit to the Form 8-K. As a result of the transaction, Yangling’s shareholders acquired approximately 89.10% of the Corporation’s common stock in the share exchange transaction, however, in the event the 1,400,000 shares held in escrow are earned, this would be reduced to 85.64%. Control was acquired based on shares issued from the Corporation.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;Appointment
of Principal Officers

        Tony Frudakis was the sole officer and director as reported on Form 8-K filed on June 30, 2004. The names of newly elected directors effective as of December 16, 2004 along with background information is hereby incorporated by reference to the 14C Information Statement filed August 19, 2004. The names of the new directors are as follows:

1. WenXia Guo

2. Peiyi Tian

3. Jianjun Liu

4. Huimin Zhang

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

        Effective December 21, 2004, Issuer amended its name from Sun City Industries, Inc. to Worldwide Biotech & Pharmaceutical Company consistent with the 14C previously filed.

Section 8. Other Events

Item 8.01 Other Events

        Tony Frudakis intends to resign as an officer and director after the closing of the Reorganization Agreement on December 16, 2004.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit
Number Description

2.1 Reorganization Agreement dated April 20, 2004 (1)

2.2 Amendment to Reorganization Agreement (1)

2.3 Consulting Services Agreement dated May 7, 2004 (1)

2.4 Amendment to Consulting Services Agreement, dated May 14, 2004 (1)

2.5 Warrant Agreement, dated May 14, 2004 (1)

2.6 Amendment to Reorganization Agreement, November 23, 2004

2.8 Yangling Daiying biological engineering co., Ltd. Financial statements for the nine months ended September 30, 2004

2.9 Yangling Daiying biological engineering co., Ltd. Financial statements for the year ended December 31, 2003 & 2002

2.91 Yangling Daiying Proforma Financials

3 Certificate of Amendment to the Certificate of Incorporation, dated December 21, 2004

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

SIGNATURE

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. Sun City Industries, Inc.

Dated: December 22, 2004


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

EX-2

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

EX-2

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
INDEX TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)

CONTENTS

Financial Statements:
Balance Sheet	F-2
Statement of Operations	F-3
Statements of Stockholders' Equity	F-4
Statement of Cash Flows	F-5
Condensed Notes to Financial Statements	F-6 to F-11

F-1

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Yangling Daiying Biological Engineering Co., Ltd. (the “Company”), incorporated in November 2001 in Shaanxi Province, China, engages in research and development, manufacturing and marketing of external diagnostic reagents, human body vaccine, medicines of hard capsule, pill and granular and health products. The Company is currently developing a hepatitis C vaccine primarily in China.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying financial statements for the interim periods are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2003 and 2002 and notes thereto contained herein. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results for the full fiscal year ending 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 assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Significant estimates in 2003 and 2002 include the estimated useful lives of property and equipment and the valuation of marketable securities. Actual results could differ from those estimates.

F-2

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
BALANCE SHEET
September 30, 2004
(Unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalnets	$ 1,204,892
Marketable securities	342,353
Prepayments and other current assets	204,186
Total Current Assets	1,751,431
PROPERTY AND EQUIPMENT - Net	1,714,404
OTHER ASSET:
Other asset, net	500,016
Total Other Asset	500,016
Total Assets	$ 3,965,851
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable	$ 1,813,785
Accounts payable and accrued expenses	635,474
Other current liabilities	1,213
Total Current Liabilities	2,450,472
STOCKHOLDERS' EQUITY:
Common stock ($.121 Par Value; 40,000,000 Shares Authorized;
40,000,000 shares issued and outstanding)	4,836,759
Accumulated deficit	(3,012,984)
Less: Accumulated other comprehensive loss	(308,396)
Total Stockholders' Equity	1,515,379
Total Liabilities and Stockholders' Equity	$ 3,965,851

See notes to financial statements

F-3

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
STATEMENT OF OPERATIONS
For the Nine Months Ended September 30. 2004
(Unaudited)

NET REVENUES	$	--
OPERATING EXPENSES:
Research and development		253,319
General and administrative		172,195
Total Operating Expenses		425,514
LOSS FROM OPERATIONS		(425,514	)
OTHER INCOME (EXPENSES):
Interest expense, net		(33,003	)
Realized gain on sale of marketable securities		46,154
Total Other Income (Expenses)		13,151
NET LOSS	$	(412,363	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
Net loss per common share	$	(0.01	)
Weighted Common Shares Outstanding - basic and diluted		40,000,000

See notes to financial statements

F-4

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.STATEMENTS
OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2003 and 2002

	Common Stock, $.121 Par Value					Accumulated Other			Total
	Number of Shares	Amount	Accumulated Deficit			Comprehensive Loss			Stockholders' Equity
Balance, December 31, 2001	40,000,000	$ 4,836,759	$	(1,403,291	)	$	--		$	3,433,468
Other comprehesive loss:
Net loss				(429,666	)					(429,666	)
Comprehensive loss - change in unrealized loss on
marketable secuirities-net of taxes of $0							(304	)		(304	)
Total comprehensive loss	--	--		--			--			(429,970	)
Balance, December 31, 2002	40,000,000	4,836,759		(1,832,957	)		(304	)		3,003,498
Other comprehesive loss:
Net loss				(767,664	)					(767,664	)
Comprehensive loss - change in unrealized loss on
marketable secuirities-net of taxes of $0							(227,128	)		(227,128	)
Total comprehensive loss	--	--					--			(994,792	)
Balance, December 31, 2003	40,000,000	$ 4,836,759	$	(2,600,621	)	$	(227,432	)	$	2,008,706
Other comprehesive loss:
Net loss				(412,363	)					(412,363	)
Comprehensive loss - change in unrealized loss on
marketable secuirities-net of taxes of $0							(80,964	)		(80,964	)
Total comprehensive loss	--	--					--			(493,327	)
Balance, September 30, 2004	40,000,000	$ 4,836,759	$	(3,012,984	)	$	(308,396	)	$	1,515,379

See notes to financial statements

F-5

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30. 2004
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(412,363	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		43,518
Gain on sale of marketable securities		(46,154	)
Changes in assets and liabilities:
Prepayments and other current assets		(156,401	)
Other assets		--
Accounts payable and accrued expenses		147,745
Other current liabilities		(57,684	)
NET CASH USED IN OPERATING ACTIVITIES		(481,339	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities		120,919
Capital expenditures		(986,315	)
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(865,396	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		1,209,190
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		1,209,190
NET DECREASE IN CASH AND CASH EQUIVALENTS		(137,545	)
CASH AND CASH EQUIVALENTS - beginning of year		1,342,437
CASH AND CASH EQUIVALENTS - end of period	$	1,204,892
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	33,746
Income taxes	$	--

See notes to financial statements.

F-6

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
Cash Flow Worksheet
September 30, 2004
(Unaudited)

	9/30/2004			12/31/2003			Net Change			Operating			Investing	Financing	Non- cash	Total			Difference
ASSETS
CURRENT ASSETS:
Cash and cash equivalnets	$	1,204,892		$	1,342,437			137,545			137,545						137,545			--
Marketable securities		342,353			498,082			155,729			(46,154	)	120,919		80,964		155,729			--
Prepayments and other current assets		204,186			47,785			(156,401	)		(156,401	)					(156,401	)		--
Total Current Assets		1,751,431			1,888,304															--
PROPERTY AND EQUIPMENT - Net		1,714,404			763,740			(950,664	)		35,651		(986,315				(950,664	)		--
OTHER ASSETS:
Other assets		500,016			507,883			7,867			7,867						7,867			--
Total Other Assets		500,016			507,883
Total Assets	$	3,965,851		$	3,159,927
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable	$	1,813,785		$	604,595			1,209,190						1,209,190			1,209,190			--
Accounts payable and accrued expenses		635,474			487,729			147,745			147,745						147,745
Other current liabilities		1,213			58,897			(57,684	)		(57,684	)					(57,684	)		--
Total Current Liabilities		2,450,472			1,151,221
STOCKHOLDERS' EQUITY:
Common stock ($.121 Par Value; 40,000,000 Shares Authorized;
40,000,000 shares issued and outstanding)		4,836,759			4,836,759			--									--			--
Accumulated deficit		(3,012,984	)		(2,600,621	)		(412,363	)		(412,363	)					(412,363	)		--
Less: Accumulated other comprehensive loss		(308,396	)		(227,432	)		(80,964	)						(80,964		(80,964	)		--
Total Stockholders' Equity		1,515,379			2,008,706
Total Liabilities and Stockholders' Equity	$	3,965,851		$	3,159,927			--			(343,794	)	(865,396	1,209,190	--		--			--

F-6

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Marketable securities

Marketable securities consist of investments in equity of publicly traded and non-public domestic companies and are stated at market value based on the most recently traded price of these securities at September 30, 2004.  All marketable securities are classified as available for sale at September 30, 2004. Unrealized gains and losses, determined by the difference between historical purchase price and the market value at each balance sheet date, are recorded as a component of Accumulated Other Comprehensive Income in Stockholders’ Equity. Realized gains and losses are determined by the difference between historical purchase price and gross proceeds received when the marketable securities are sold.

Foreign currency translation

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Currency Translation,” and are included in determining net income or loss.

For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss.

The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency. The financial statements are translated into United States dollars using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations and were not material during the periods presented because the Chinese dollar (RMB) fluctuates with the United States dollar. The cumulative translation adjustment and effect of exchange rate changes on cash at September 30, 2004 was not material.

F-7

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)

NOTE 2 — PROPERTY AND EQUIPMENT

At September 30, 2004, property and equipment consisted of the following:

	Estimated Life
Office Furniture and Equipment	5 Years	$	545,649
Construction in Progress			1,264,126
			1,809,775
Less: Accumulated Depreciation			(95,371	)
		$	1,714,404

For nine months ended September 30, 2004, depreciation expense amounted to $35,651.

NOTE 3 – OTHER ASSET

On May 15, 2002, the Company entered into an agreement with the Chinese government, whereby the Company acquired for $524,491 the rights to use certain land until May 14, 2052. The Company is amortizing this land use right over the contract period of 50 years. For the nine months ended September 30, 2004, amortization expense amounted to $7,867.

NOTE 4 – LOAN PAYABLE

On December 1, 2003, the Company borrowed $604,595 from a bank. The loan bears interest at 4.62% per annum and is unsecured. All unpaid principal and accrued interest was payable on May 28, 2005.

F-8

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(Unaudited)

NOTE 5 — OPERATING RISK

(a) Political risk

Currently, PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC. Additionally PRC allows a Chinese corporation to be owned by a United States corporation. If the laws or regulations are changed by the PRC government, the Company’s ability to operate the PRC subsidiaries could be affected.

(b)     Key personnel risk

The Company’s future success depends on the continued services of executive management in China. The loss of any of their services would be detrimental to the Company and could have an adverse effect on business development. The Company does not currently maintain key-man insurance on their lives. Future success is also dependent on the ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing.

F-9

EX-2

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.INDEX
TO FINANCIAL STATEMENTS

CONTENTS

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statements of Operations	F-4
Statements of Stockholders' Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and StockholdersYangling
Daiying Biological Engineering Co., Ltd.

      We have audited the accompanying balance sheet of Yangling Daiying Biological Engineering Co., Ltd. as of December 31, 2003, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2003 and 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Yangling Daiying Biological Engineering Co., Ltd. as of December 31, 2003, and the results of its operations and its cash flows for the years ended December 31, 2003 and 2002, in conformity with accounting principles generally accepted in the United States of America.

BY: /s/Sherb & Co., LLP
—


—————————————
Certified Public Accountants
New York, New York
October 20, 2004

F-2

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
BALANCE SHEET

December 31, 2003

ASSETS
CURRENT ASSETS:
Cash and cash equivalnets	$	1,342,437
Marketable securities		498,082
Prepayments and other current assets		47,785
Total Current Assets		1,888,304
PROPERTY AND EQUIPMENT - Net		763,740
OTHER ASSETS:
Other assets, net		507,883
Total Other Assets		507,883
Total Assets	$	3,159,927
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loan payable	$	604,595
Accounts payable and accrued expenses		487,729
Other current liabilities		58,897
Total Current Liabilities		1,151,221
STOCKHOLDERS' EQUITY:
Common stock ($.121 Par Value; 40,000,000 shares authorized;
40,000,000 shares issued and outstanding)		4,836,759
Accumulated deficit		(2,600,621	)
Less: Accumulated other comprehensive loss		(227,432	)
Total Stockholders' Equity		2,008,706
Total Liabilities and Stockholders' Equity	$	3,159,927

See notes to financial statements

F-3

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2003			2002
NET REVENUES	$	--		$	--
OPERATING EXPENSES:
Research and development		246,110			178,789
General and administrative		503,711			253,721
Total Operating Expenses		749,821			432,510
LOSS FROM OPERATIONS		(749,821	)		(432,510	)
OTHER INCOME (EXPENSES):
Other income (expenses)		(17,843	)		2,844
NET LOSS	$	(767,664	)	$	(429,666	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
Net loss per common share	$	(0.02	)	$	(0.01	)
Weighted Common Shares Outstanding - basic and diluted		40,000,000			40,000,000

See notes to financial statements

F-4

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.STATEMENTS
OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2003 and 2002

	Common Stock, $.121 Par Value					Accumulated Other			Total
	Number of Shares	Amount	Accumulated Deficit			Comprehensive Loss			Stockholders' Equity
Balance, December 31, 2001	40,000,000	$ 4,836,759	$	(1,403,291	)	$	--		$	3,433,468
Other comprehesive loss:
Net loss				(429,666	)					(429,666	)
Comprehensive loss - change in unrealized loss on
marketable secuirities-net of taxes of $0							(304	)		(304	)
Total comprehensive loss	--	--		--			--			(429,970	)
Balance, December 31, 2002	40,000,000	4,836,759		(1,832,957	)		(304	)		3,003,498
Other comprehesive loss:
Net loss				(767,664	)					(767,664	)
Comprehensive loss - change in unrealized loss on
marketable secuirities-net of taxes of $0							(227,128	)		(227,128	)
Total comprehensive loss	--	--					--			(994,792	)
Balance, December 31, 2003	40,000,000	$ 4,836,759	$	(2,600,621	)	$	(227,432	)	$	2,008,706

See notes to financial statements

F-5

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.
STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2003	2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$  (767,664)	$  (429,666)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization	40,457	34,343
Changes in assets and liabilities:
Prepayments and other current assets	1,012,487	(1,153,919)
Other assets	386	(511,236)
Accounts payable and accrued expenses	469,340	(7,819)
Other current liabilities	(415,443)	474,289
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	339,563	(1,594,008)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in marketable securities	--	(725,514)
Capital expenditures	(532,016)	(150,058)
NET CASH FLOWS USED IN INVESTING ACTIVITIES	(532,016)	(875,572)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable	--	423,217
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	--	423,217
NET DECREASE IN CASH AND CASH EQUIVALENTS	(192,453)	(2,046,363)
CASH AND CASH EQUIVALENTS - beginning of year	1,534,890	3,581,253
CASH AND CASH EQUIVALENTS - end of year	$ 1,342,437	$ 1,534,890
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$      24,232	$        8,240
Income taxes	$             --	$             --

See notes to financial statements.

F-6

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Yangling Daiying Biological Engineering Co., Ltd. (the “Company”), incorporated in November 2001 in Shaanxi Province, China, engages in research and development, manufacturing and marketing of external diagnostic reagents, human body vaccine, medicines of hard capsule, pill and granular and health products. The Company is currently developing a hepatitis C vaccine primarily in China.

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 assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Significant estimates in 2003 and 2002 include the estimated useful lives of property and equipment and the valuation of marketable securities. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents.

Marketable securities

Marketable securities consist of investments in equity of publicly traded and non-public domestic companies and are stated at market value based on the most recently traded price of these securities at December 31, 2003.  All marketable securities are classified as available for sale at December 31, 2003. Unrealized gains and losses, determined by the difference between historical purchase price and the market value at each balance sheet date, are recorded as a component of Accumulated Other Comprehensive Income in Stockholders’ Equity. Realized gains and losses are determined by the difference between historical purchase price and gross proceeds received when the marketable securities are sold.

F-7

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method over the assets estimated useful lives. Leasehold improvements are amortized over the lesser of the lease term or the asset’s useful lives. Upon sale or retirement of plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

Impairment of long-lived assets

In the event that facts and circumstances indicate that the cost of an asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value is required. At December 31, 2003, the Company does not believe that any impairment has occurred.

Concentration of credit risk

Concentration of credit risk with respect to trade accounts receivable is none since it has neither trade accounts receivables nor sales.

The Company’s financial instruments consist primarily of cash, which is invested in money market accounts, marketable securities and accounts payable. The Company considers the book value of these instruments to be indicative of their respective fair value. The Company places its temporary cash investments with high credit quality institutions to limit its exposure.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for cash, marketable securities, prepayments and other current assets, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2003.

F-8

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

The Company files foreign tax returns in China. The Company follows Statement of Financial Accounting Standards No. 109 — Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Foreign currency translation

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Transactions and balances in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Currency Translation,” and are included in determining net income or loss.

For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the financial statements. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss.

The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency. The financial statements are translated into United States dollars using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations and were not material during the periods presented because the Chinese dollar (RMB) fluctuates with the United States dollar. The cumulative translation adjustment and effect of exchange rate changes on cash at December 31, 2003 and 2002 was not material.

Revenue recognition

The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition.  In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.  The Company has not recognized any revenue.

F-9

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Research and development

Research and product development costs are charged to expense as incurred. The Company incurred $246,110 and $178,789 in product development costs for the years ended December 31, 2003 and 2002, respectively.

NOTE 2 — PROPERTY AND EQUIPMENT

At December 31, 2003, property and equipment consisted of the following:

	Estimated Life
Office Furniture and Equipment	5 Years	$ 196,993
Construction in Progress		626,467
		823,460
Less: Accumulated Depreciation		(59,720	)
		$ 763,740

For the years ended December 31, 2003 and 2002, depreciation expense amounted to $29,968 and $28,224, respectively.

NOTE 3 – OTHER ASSET

On May 15, 2002, the Company entered into an agreement with the Chinese government, whereby the Company acquired for $524,491 the rights to use certain land until May 14, 2052. The Company is amortizing this land use right over the contract period of 50 years. For the years ended December 31, 2003 and 2002, amortization expense amounted to $10,489 and $6,119, respectively.

NOTE 4 – LOAN PAYABLE

As December 31, 2003, the Company owed a bank $604,595. The loan bears interest at 4.62% per annum and is unsecured. All unpaid principal and accrued interest was payable on May 28, 2005.

F-10

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 5 — COMMITMENTS

The Company leases its facilities under operating leases agreement that expires at April 30, 2004. In May 2004, the Company moved to its own building. Rent expense amounted to $15,124 and $15,418 for the years ended December 31, 2003 and December 31, 2002, respectively. The future minimum rental payments as of December 31, 2003 are as follows:

2004 $5,005

NOTE 6 — INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” “SFAS 109". SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company is governed by the Income Tax Law of the People’s Republic of China concerning Foreign Investment Enterprises and Foreign Enterprises and local income tax laws (the “PRC Income Tax Law”). Pursuant to the PRC Income Tax Law, enterprises located in special high-tech development zones are subject to tax at a statutory rate of 15%.

The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for years ended December 31, 2003 and 2002:

	2003			2002
Computed "expected" tax expense		(34	.0)%		(34	.0)%
Benefits not utilized		34	.0%		34	.0%
Effective tax rate		0	.0%		0	.0%

F-11

YANGLING DAIYING BIOLOGICAL ENGINEERING CO., LTD.NOTES
TO FINANCIAL STATEMENTS (continued)

FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 7 — OPERATING RISK

(a) Political risk

Currently, PRC is in a period of growth and is openly promoting business development in order to bring more business into PRC. Additionally PRC allows a Chinese corporation to be owned by a United States corporation. If the laws or regulations are changed by the PRC government, the Company’s ability to operate the PRC subsidiaries could be affected.

(b)     Key personnel risk

The Company’s future success depends on the continued services of executive management in China. The loss of any of their services would be detrimental to the Company and could have an adverse effect on business development. The Company does not currently maintain key-man insurance on their lives. Future success is also dependent on the ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing.

F-12

EX-2

SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2004
(UNAUDITED)

        The accompanying unaudited pro forma consolidated balance sheet of Sun City Industries, Inc. and Subsidiaries (the “Company”) give effect to the recapitalization of the Company. This pro forma balance sheet is presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma balance sheet as of September 30, 2004 does not purport to represent what the financial position of the Company would actually have been if the transaction discussed above had in fact occurred on September 30, 2004, nor do they purport to project the results of operations or financial position of Sun City Industries, Inc. for any future period or as of any date.

-1-

SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 2004
(Unaudited)

	Sun City Industires, Inc.			Yangling Daiying Biological Engineering Co., Ltd.			Pro forma Adjustments AJE      Dr.      AJE      Cr.				Pro Forma Balances
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	--		$	1,204,892		$	--	$	--	$	1,204,892
Marketable securities		--			342,353			--		--		342,353
Prepaid expenses and other		--			204,186			--		--		204,186
Total Current Assets		--			1,751,431			--		--		1,751,431
PROPERTY AND EQUIPMENT - Net		--			1,714,404			--		--		1,714,404
OTHER ASSETS, net		--			500,016			--		--		500,016
Total Assets	$	--		$	3,965,851		$	--	$	--	$	3,965,851
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	--		$	1,813,785		$	--	$	--	$	1,813,785
Accounts payable and accrued expenses		--			635,474			--		--		635,474
Due to related party		11,973			--			--		--		11,973
Other payables		--			1,213			--		--		1,213
Total Current Liabilities		11,973			2,450,472			--		--		2,462,445
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 25,000,000 shares
authorized, no shares issued and outstanding		--			--			--		--		--
Common stock ($.001 Par Value; 90,000,000 Shares Authorized;
1,056,802 shares (as reported) and 34,657,102 shares (pro forma)		--
issued and outstanding at September 30, 2004, respectively)		1,057			--			- (1)		33,600		34,657
Additional paid-in capital		928,628			4,836,759			975,558		--		4,789,829
Accumulated deficit		(941,658	)		(3,012,984	)		- (1)		941,958		(3,012,684	)
Less: Accumulated other comprehensive loss		--			(308,396	)		--		--		(308,396	)
Total Stockholders' Equity		(11,973	)		1,515,379			975,558		975,558		1,503,406
Total Liabilities and Stockholders' Equity	$	--		$	3,965,851		$	975,558	$	975,558	$	3,965,851

See notes to pro forma consolidated balance sheet

-2-

SUN CITY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET

        The adjustments to the unaudited pro forma balance sheet as of September 30, 2004 reflects the issuance of 33,600,000 shares of the Company’s common stock for the acquisition of all of the outstanding capital stock of Yangling Daiying Biological Engineering Co., Ltd. and that the transaction occurred as of September 30, 2004 and are as follows:

(1)     To reflect the issuance of 33,600,000 shares of the Company’s common stock for the acquisition of all of the outstanding capital stock of Yangling Daiying Biological Engineering Co., Ltd. For financial accounting purposes, the exchange of stock will be treated as a recapitalization of Sun City with the former shareholders of the Company retaining 1,057,102 or approximately 5% of the outstanding stock.

Unaudited pro Forma adjustments reflect the following transaction:

	Dr.	Cr.
1)
Paid-in capital	975,558
Retained earnings			941,958
Common stock			33,600

To reflect the issuance of 33,600,000 shares of common stock in connection with reverse merger and the recapitalization of the Company.

-3-

EX-3

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 21^st day of December, 2004.

City Industries, Inc.


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