**SECURITIES AND EXCHANGE COMMISSION****Washington****, D.C. 20549       FORM 10-QSB       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF       THE SECURITIES EXCHANGE ACT OF 1934       For the quarterly period ended****March 31, 2004**

| **01-06914**           |
|------------------------|
|                        |
| Commission file number |

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

| **1220 Glenmore Drive****,****Apopka****,****Florida****32712** |
|-----------------------------------------------------------------|
|                                                                 |
| (Address of principal executive office)                         |

| **(407) 880-2213**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **Check whether the issuer:**                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)**Yes [X] No[ ]** |
| and                                                                                                                                                                                                                 |
| (2) has been subject to such filing requirements for the past 90 days.**Yes [X] No [ ]**                                                                                                                            |

| **Applicable only to corporate issuers**                                                                                                                   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of April 8, 2004 (the most recent practicable date), there were 1,056,802 shares of the issuer's Common Stock, $0.001 par value per share, outstanding. |
| Transitional Small Business Disclosure Format (check one)**Yes [ ] No [X]**                                                                                |

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| **SUN CITY INDUSTRIES, INC.               FORM 10-QSB               TABLE OF CONTENTS** |
|-----------------------------------------------------------------------------------------|
|                                                                                    |   |   |
| **PART I**                                                                              |   | **FINANCIAL INFORMATION** |
| Item 1                                                                                  |   | Financial Statements |
|                                                                                    |   |      Balance Sheets |
|                                                                                    |   |      Statements of Operations |
|                                                                                    |   |      Statements of Cash Flows |
|                                                                                    |   |      Notes to Financial Statements |
| Item 2                                                                                  |   | Management's Discussion and Plan of Operation |
| Item 3                                                                                  |   | Controls and Procedures |
|                                                                                    |   |   |
| **PART II**                                                                             |   | **OTHER INFORMATION** |
| Item 5                                                                                  |   | Other Matters |
| Item 6                                                                                  |   | Exhibits and Reports on Form 8-K |
|                                                                                    |   |   |
| **SIGNATURES**                                                                          |

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**PART I - FINANCIAL INFORMATION**

**Item 1 - Financial Statements**

| **Sun City Industries, Inc.**               Balance Sheet                                                   |
|-------------------------------------------------------------------------------------------------------------|
|                                                                                                        |   | **March 31,               2004****(unaudited)** |   | **December 31,               2003** |
|                                                                                                        |   |  |   |  |
| **ASSETS**                                                                                                  |
| Current Assets:                                                                                             |   |   |   |   |   |   |   |   |
|     Cash                                                                                |   | $ | 0 |   |   | $ | 0 |   |
|                                                                                                        |   |  |   |   |  |   |
|         Total Current Assets                                             |   |   | 0 |   |   |   | 0 |   |
|                                                                                                        |   |  |   |   |  |   |
| Total Assets                                                                                                |   |   | 0 |   |   |   | 0 |   |
|                                                                                                        |   |  |   |   |  |   |
|                                                                                                        |
| **LIABILITIES and STOCKHOLDERS' DEFICIT**                                                                   |
|                                                                                                        |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                        |   |   |   |   |   |   |   |   |
|    Note Payable – Related Party                                                             |   |   | 46,875 |   |   |   | 41,038 |   |
|                                                                                                        |   |   |  |   |   |   |  |   |
|         Total Current Liabilities                                        |   |   | 46,875 |   |   |   | 41,038 |   |
|                                                                                                        |   |   |  |   |   |   |  |   |
| Total Liabilities                                                                                           |   |   | 46,875 |   |   |   | 41,038 |   |
|                                                                                                        |   |   |   |   |   |   |   |   |
| Stockholders' Equity:                                                                                       |   |   |   |   |   |   |   |   |
|   Common stock,                                                                                        |   |   |   |   |   |   |   |   |
|        $0.001 par value 90,000,000 shares authorized; 1,056,802 shares issued |   |   |  1,057 |   |   |   |  1,057 |   |
|   Capital in excess of par value                                                                       |   |   | 885,090 |   |   |   | 885,090 |   |
|   Accumulated Deficit                                                                                  |   |   | (933,022 | ) |   |   | (927,185 | )  |
|                                                                                                        |   |   |  |   |   |   |  |   |
| Total Stockholders' Deficit                                                                                 |   |   | (46,875 | )  |   |   | (41,038 | )  |
|                                                                                                        |   |   |  |   |   |   |  |   |
| Total Liabilities and Stockholders' Deficit                                                                 |   |  $ | 0 |   |   |  $ | 0 |   |
|                                                                                                        |   |  |   |   |  |   |
|  See Notes to Financial Statements                                                                     |   |   |   |   |   |   |

F-1

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| **Sun City Industries, Inc.**               Statement of Operations |
|---------------------------------------------------------------------|
|                                                                |   |   |   |
|                                                                |   |   | **Three Months Ended** |
|                                                                |   |   | **March 31, 2004****(unaudited)** |   | **March 31, 2003****(unaudited)** |
|                                                                |   |   |  |   |  |
|                                                                |   |   |   |   |   |   |   |   |   |
| Revenue                                                             |   |   | $ | 0 |   |   | $ | 0 |   |
|                                                                |   |   |   |   |   |   |   |   |   |
| Selling, General and Administrative Expenses                        |   |   |   | 5,837 |   |   |   | 0 |   |
|                                                                |   |   |   |  |   |  |
| Loss  before Income Taxes                                      |   |   |   | (5,837 | ) |   |   | 0 |   |
| Income Taxes                                                        |   |   |   | 0 |   |   |   | 0 |   |
|                                                                |   |   |   |  |   |  |
| Net Loss                                                            |   |   | $ | (5,837 | ) |   | $ | 0 |   |
|                                                                |   |   |   |  |   |  |
| Basic Net Loss per Share                                            |   |   | $ | (0.01 | ) |   | $ | NIL |   |
|                                                                |   |   |   |  |   |  |
| Weighted Average Common Shares Outstanding                          |   |   |   | 1,056,802 |   |   |   | 56,802 |   |
|                                                                |   |   |   |  |   |  |
| See Notes to Financial Statements                                   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |
|                                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

F-2

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| **Sun City Industries, Inc.**               Statement of Cash Flows                |
|------------------------------------------------------------------------------------|
|                                                                               |   |   |   |   |   |   |   |   |
|                                                                               |   |   | **Three Months Ended** |
|                                                                               |   |   | **March 31, 2004****(unaudited)** |   |   | **March 31, 2003****(unaudited)** |
|                                                                               |   |   |  |   |   |  |
| Cash Flows from :Operating Activities                                              |   |   |   |   |   |   |   |   |
|     Net Loss                                                        |   |   | $ | (5,837 | ) |   | $ | 0 |
|     Notes from Related Parties in payment of  accounts payable |   |   |   | 5,837 |   |   |   |  0 |
|                                                                               |   |   |  |   |   |  |
|      Cash used in Operating Activities                         |   |   |   | 0 |   |   |   | 0 |
|                                                                               |   |   |  |   |   |  |
| Change in Cash                                                                     |   |   |   | 0 |   |   |   | 0 |
| Cash – Beginning                                                             |   |   |   | 0 |   |   |   | 0 |
|                                                                               |   |   |  |   |   |  |
| Cash – End                                                                   |   |   | $ | 0 |   |   | $ | 0 |
|                                                                               |   |   |  |   |   |  |
| See Notes to Financial Statements                                                  |   |   |   |   |   |   |   |   |
|                                                                               |   |   |   |   |   |   |   |   |

       F-3

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**Sun City Industries, Inc.** Notes to Financial Statements       March 31, 2004

**1.         Company’s History**           

**Background**

Sun City Industries, Inc., (the “Company” or “Sun City”) was incorporated in Delaware in 1961 as Sun City Dairy Products, Inc., successor to a business founded in 1949. The current name was adopted in 1969.  The Company operated as a holding company for various wholly owned subsidiaries that were engaged primarily in the food service marketing and distribution business.

**Bankruptcy Proceedings**

On February 2, 1998, the Company and its subsidiaries filed a petition for Relief and Reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida (case no. 98-20679). In March 1998, the bankruptcy proceedings were converted to Chapter 7 for liquidation of the Company’s business. As a result of the conversion of the Company's reorganization, to a case under Chapter 7, the Company's properties were transferred to a United States Trustee on April 9, 1998 and the Company terminated its business operations. During 1998, the Bankruptcy Trustee disposed of substantially all of the assets of the Company and its subsidiaries.       On June 27, 2003, the U.S. Bankruptcy Court completed the sale of the Sun City corporate shell entity. *See Note 7, Change of Control*.

**2.         Summary of Significant Policies**

The financial statements of the Company include only the accounts of Sun City Industries, Inc., a Delaware corporation. The statements do not include the accounts of the formerly owned and consolidated subsidiaries, as they were sold or liquidated by the Bankruptcy Trustee in 1998. Additionally, as further described in *Note 7, Change of Control*, the Company’s corporate entity shell was sold by the Trustee. The order issued by the Bankruptcy Court provided that the sale shall also be “free and clear of any and all real or personal property interests, including any interests in Sun City subsidiaries.”

**Fiscal Year**

The Company’s fiscal year had previously been the 52/53 week period ending the Saturday nearest to January 31st.  On June 27, 2003, the Board of Directors approved a change of the fiscal year to December 31st. The financial statements have been presented to reflect the changed fiscal year and include the balance sheets as of March 31, 2004 and December 31, 2003. The statements of operations and cash flows also reflect the changed fiscal year and are presented for the three months ended March 31, 2004 and, for comparison purposes, the three months ended March 31, 2003, although the first quarter of the Company’s last fiscal year ended May 3, 2003.

----

**Use of Estimates**

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

**Cash and Cash Equivalents**

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

**Stock-based Compensation**

Stock-based compensation is accounted for by using the intrinsic value based method in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). The Company has adopted Statements of Financial Accounting Standards No. 123, "Accounting for Stock-based Compensation," ("SFAS 123") which allows companies to either continue to account for stock-based compensation to employees under APB 25, or adopt a fair value based method of accounting.

**Earnings per Common Share**

The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS 128"). SFAS 128 replaces the previous "primary" and "fully-diluted" earnings per share with "basic" and "diluted" earnings per share. Unlike "primary" earnings per share that included the dilutive effects of options, warrants and convertible securities, "basic" earnings per share reflects the actual weighted average of shares issued and outstanding during the period. "Diluted" earnings per share are computed similarly to "fully diluted" earnings per share. In a loss year, the calculation for "basic" and "diluted" earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

For the periods ended March 31, 2004 and March 31, 2003, basic earnings per common share has been computed based upon the weighted average number of common shares outstanding; 1,056,802 for the period ended March 31, 2004 and 56,802, for the period ended  March 31, 2003.  The weighted average computation excluded the Company’s treasury stock and was retroactively adjusted to reflect the 1-for-100 reverse stock split and fraction round-up to the nearest whole 100 shares.

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**Income Taxes**

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

The Company may have loss carryforwards for income tax purposes, however under the provisions of Section 382 of the Internal Revenue Code, ownership changes will severely limit the Company's  ability to utilize its carryforward to reduce future taxable income and related tax liabilities.

**Recent Accounting Pronouncements**

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Standards No. 141, "Business Combinations" (SFAS 141), and No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 is effective for business combinations completed after June 30, 2001, and SFAS 142 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).

SFAS 141 proscribes the exclusive use of the purchase method of accounting for all business combinations subsequent to the effective date. SFAS 142 mandates that acquired goodwill and intangible assets deemed to have indefinite lives will no longer be amortized. Rather, goodwill and these intangibles will be subject to regular impairment tests in accordance with SFAS 142. All other intangible assets will continue to be amortized over their estimated useful lives.

Although SFAS 141 and SFAS 142 are not applicable to the Company's present operations, it plans to adopt the use of the standards if circumstances are applicable in the future.

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS 143 is effective for the fiscal years beginning after June 15, 2002.

SFAS 143 is expected to improve financial reporting because all asset retirement obligations that fall within the scope of this Statement and their related asset retirement cost will be accounted for consistently and financial statements of different entities will be more comparable. As provided for in SFAS 143, the Company has adopted this statement.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets" (SFAS 144). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is effective for fiscal years beginning after December 15, 2001 (with early adoption permitted under certain circumstances).

----

SFAS 144 is expected to improve financial reporting by requiring that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and by broadening the presentation of discontinued operations to include more disposal transactions. As provided for in SFAS 144, the Company has adopted this statement.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities." This statement addresses the recognition, measurement, and reporting of costs associated with exit and disposal activities. SFAS No. 146 is applicable to restructuring activities and costs related to terminating a contract that is not a capital lease and one-time benefit arrangements received by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No. 146 the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred rather than at the date the Company committed to the exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Previously issued financial statements will not be restated. The provisions of EITF Issue No. 94-3 will continue to apply for exit plans initiated prior to the adoption of SFAS No. 146. Although SFAS 144 and SFAS 146 are not applicable to the Company's present operations, it plans to adopt the use of the standards if circumstances are applicable in the future.

**3.         Litigation and Commitments**

The Company, prior to its bankruptcy, was a party to numerous lawsuits and claims. As a result of the bankruptcy and the subsequent transfer by the Bankruptcy Trustee of the Company’s corporate shell entity free of all liens, claims and encumbrances pursuant to Section 363(f) of the US Bankruptcy Code, the Company is no longer party to any litigation.

The Company is not a party to any leases and does not have any commitments.

**4.         Stock Option Plan**

On March 22, 1999, the Bankruptcy court approved an order permitting the Trustee to abandon all employee benefits. Also in connection with the sale of the corporate shell, the Court approved the sale of the Company’s corporate shell entity and stated that “Sun City shall be authorized to cancel and extinguish all common share conversion rights of any kind, including without limitation, warrants and options.” See *Note 7, Change of Control*.

**5.         Employee Stock Ownership Plan**

As a consequence of the Chapter 7 bankruptcy filing, an employee stock ownership plan established in November 1992 (the “ESOP”) was terminated. Pursuant to the ESOP, all shares credited to the employee accounts became fully vested and were distributed to 55 plan participants.

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**6.         Related Party Transactions**

As of March 31, 2004, the Company’s president/director had paid, on behalf of the Company, a total of $46,875, which has been applied principally to pay expenses, including accounting fees, reinstatement fees, and legal and professional fees related to the preparation and filing of reports under the Securities Exchange Act. The Company has executed a promissory note for the amount of the advances. The note payable is non-interest bearing and due on demand.

**7.         Change of Control**

**Purchase of Corporate Shell Entity**

On June 27, 2003, the U.S. Bankruptcy Court completed the sale of the Company’s corporate shell to Glenin Bay Equity LLC. The court order authorizing the sale provided that the purchased entity be free and clear of liens, claims and encumbrances pursuant to 11 USC Section 363(f) and that the sale was to be free and clear of any and all real or personal property interests, including any interests in Sun City subsidiaries. The court order also provided for an integrated plan of capital restructuring and reorganization with respect to the continuing existence of the corporation, and that upon closing: the existing directors of the Company will be deemed removed from office; the purchaser may appoint a single and sole member to the Company’s Board of Directors who shall be authorized to amend the Company’s Certificate of Incorporation to increase the authorized common stock to 90,000,000 shares and to decrease the par value of the Company’s common stock from $0.10 to $0.001; to issue up to 1,000,000 shares of common stock, par value $0.001 to the new management of the Company, which shall be appointed by the newly-constituted Board of Directors; to implement a 1-for-100 reverse split  with fractions rounded up to the next whole 100 shares; to cancel and extinguish all common share conversion rights of any kind, including without limitation, warrants, options, convertible bonds, other convertible debt instruments and convertible preferred stocks; to cancel and extinguish all preferred shares of every series and accompanying conversion rights of any kind including, without limitation, warrants, options, convertible bonds, and other convertible debt instruments with respect to any preferred shares. 

**Reinstatement of Corporate Charter**

As a result of the failure of the Company to pay franchise taxes to the State of Delaware, the Company’s charter was revoked as of November 19, 1999. On May 27, 2003, the purchaser of the Company’s corporate shell entity filed a Certificate of Revival and Restoration of the Company's Certificate of Incorporation together with payment of taxes. As a result, the Company’s charter has been reinstated and the Company is in good standing under Delaware law.

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**Cancellation of Treasury Stock**

On June 27, 2003, the Board of Directors cancelled all 828,214 shares of the Company’s treasury stock and reduced capital stock by the par value of the shares cancelled - $82,822. Capital in excess of par value and retained earnings were reduced accordingly and reflect a contraction of the Company’s capital structure in the amount $2,653,560 which was the original cost of the treasury stock. This reduction of capital may have an adverse effect on the Company’s ability to pay dividends in the future pursuant to Delaware law.

**Corporate Action and **Completion of Capital Restructuring****

On June 27, 2003, the Board of Directors authorized and commenced the implementation of the court approved amendment of the certificate of incorporation that provided for: the increase of authorized common stock to 90,000,000 shares; the change of par value to $0.001 and the 1-for-100 reverse split of the common stock; the issuance of 1,000,000 shares to new management; and the development of a plan to pursue a merger with a private company seeking to become a public company by merging with Sun City.

On August 20, 2003, the 1-for-100 reverse split of the Company's common stock was deemed effective. Also on August 20, 2003, pursuant to the court order, the Company issued to its president 1,000,000 shares of restricted post-reverse split common stock for $1,000.

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**Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations**

*The following discussion should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this quarterly report. This discussion contains forward-looking statements that involve risks and uncertainties. Our plan of operation could differ materially from those anticipated in these forward looking statements as a result of any number of factors.*

The following discussion of the Company's plan of operation contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts and they use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

General Background and Reports under the Exchange Act

Sun City Industries, Inc., a Delaware corporation, is sometimes referred to herein as "we", "us", "our" and the "Company". The Company was incorporated in Delaware in 1961 as Sun City Dairy Products, Inc. and changed its name to Sun City Industries, Inc. in 1969. The Company originally registered its shares of common stock under the Exchange Act. As a result of being delinquent in our filing requirements under the Exchange Act, we filed our past due annual reports on Form 10-KSB for the years ended February 1, 2003 and February 2, 2002, containing our audited financial statements for the respective periods. We also filed our past due quarterly reports on Form 10-QSB for the current fiscal year including the periods ended May 3, 2003 and for the transition period ending June 30, 2003. At a board meeting on June 27, 2003 the board approved a change in the Company's fiscal year from the 52 or 53 week period ending nearest to January 31 to a calendar year ending December 31.

In February 1998, the Company and its subsidiaries filed a petition for Relief and Reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Florida (case no. 98-20679). In March 1998, the bankruptcy proceedings were converted to Chapter 7 for liquidation of the Company's business. As a result of the conversion of the Company's reorganization to Chapter 7, the Company's properties were transferred to a United States Trustee on April 9, 1998 and the Company terminated its business operations. During 1998, the Bankruptcy Trustee had disposed of substantially all of the assets of the Company and its subsidiaries. On March 5, 2003, the Trustee for the Estate of Sun City Industries, Inc. in proceedings under Chapter 7 of US Bankruptcy Code and Glenin Bay Equity LLC, a Florida limited liability company, entered into a contract for the purchase and sale of the Sun City Industries, Inc. corporate shell. On June 27, 2003, the U.S. Bankruptcy Court completed the sale of the Sun City corporate entity.

Change in Control following Bankruptcy

On June 27, 2003, the U.S. Bankruptcy Court completed the sale of the Company and authorized a change in control to Glenin Bay Equity LLC. The court order that authorized the sale provided that the Company was free and clear of liens, claims and encumbrances pursuant to 11 USC Section 363(f) and that the sale was free and clear of any and all real or personal property interests, including any interests in Sun City subsidiaries. The court order also provided for an integrated plan of capital restructuring and reorganization with respect to the continuing existence of the corporation in connection with the Glenin Bay transaction, and ordered that: (i) at closing the former directors of the Company were deemed removed from office; (ii) Glenin Bay, as purchaser, was authorized to appoint a single and sole member to the Company's Board of Directors; (iii) the Company was authorized to amend the Company's Certificate of Incorporation to increase the number of authorized shares to 90,000,000 shares and to decrease the par value of the Company's common stock from $0.10 to $0.001; (iv) the Company was authorized to issue up to 1,000,000 shares of common stock, par value $0.001 to the new management of the Company, who was appointed by the newly-constituted Board of Directors; (v) the Company implement a 1-for-100 reverse split with resulting odd lots and fractions rounded up to the next whole 100 shares; (vi) the Company cancel and extinguish all common share conversion rights of any kind, including without limitation, warrants, options, convertible bonds, other convertible debt instruments and convertible preferred stocks; (vii) the Company cancel and extinguish all preferred shares of every series and accompanying conversion rights of any kind including, without limitation, warrants, options, convertible bonds, and other convertible debt instruments with respect to any preferred shares.

In connection with the change in control in June 2003, Michael F. Manion became our sole officer and director on June 27, 2003.

As of the date of this filing, Mr. Manion has paid for the benefit of the Company a total of $46,875 which monies have been applied to pay expenses, including accounting fees, reinstatement fees, and legal and professional fees related to the preparation and filing of our reports under the Exchange Act. While we are dependent upon limited interim payments made on behalf of the Company by Mr. Manion to pay professional fees, we have no written finance agreement with Mr. Manion to provide any continued funding.

All our current activities are related to seeking new business opportunities or to enter into a business combination. We will use our limited personnel and financial resources in connection with seeking new business opportunities. It may be expected that entering into a new business opportunity or any business combination will involve the issuance of our shares of common stock.

Liquidity and Capital Resources

During the three-month period ending March 31, 2004, we raised no funds through the sale of securities. There has been no active trading market in the Company's shares during the period from 1998 when the Company filed under Chapter 11 of the Bankruptcy Code through March 31, 2004. Further, our management has paid expenses of approximately $47,000, including $5,837 during the quarter ended March 31, 2004, on behalf of the Company, principally for accounting and legal fees and expenses associated with the reinstatement of the Company's existence and the filing of Exchange Act reports.

While we are dependent upon limited payments of our expenses made by our management, we have no written finance agreement with Mr. Manion to provide any continued funding.

As part of our intent to seek new business opportunities and/or in effecting a business combination, we may determine to seek to raise funds from the sale of equity or debt securities. We have no agreements as of the date hereof to issue any additional shares. Further, we cannot at this time predict whether equity or debt financing will become available at terms acceptable to us, if at all. In connection with our intent to seek new business opportunities and/or a business combination, we will, in all likelihood, issue a substantial number of additional shares. If such additional shares are issued, our shareholders will experience a dilution in their ownership interest. If a substantial number of shares are issued in connection with the consummation of a business combination, a change in control may be expected to occur.

There are no limitations on our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. However, our limited resources and lack of operating history may make it difficult to do so. The amount and nature of any borrowing by us will depend on numerous factors, including our capital requirements, the nature of any potential business opportunity or combination and any lenders' evaluation of our ability to meet debt service on borrowing, the then prevailing conditions in the financial markets, as well as general economic conditions. We do not have any arrangements with any bank or financial institution to secure any financing and there can be no assurance that such arrangements, if required or otherwise sought, would be available on terms commercially acceptable or otherwise in our best interests. Our inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination, or to provide funds for an additional infusion of capital into a target business, may have a material adverse effect on our financial condition and future prospects, including the ability to effect a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a target business may have already incurred debt financing and, therefore, subject us to all the risks inherent thereto.

**Item 3 - Controls and Procedures**

a. Within the 90 days prior to the date of this report, the Company's president and sole director carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's president and sole director concluded that our disclosure controls and procedures are effective in timely alerting him to material information relating to the Company (including its consolidated subsidiaries) required to be included in our periodic SEC filings.

b. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation.

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**PART II - OTHER INFORMATION**

**Item 5 – Other Information**

            The OTC Bulletin Board announced that the common stock of Sun City Industries, Inc. will begin trading on the OTC Bulletin Board on April 12, 2004 and that the stock symbol “SCII” will remain unchanged.

**Item 6 - Exhibits and Reports on Form 8-K**

(a) Exhibits
| **Exhibit****No.** | **Description**                                                                                                                                                                           |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                | Order of Bankruptcy Court Approving Sale of Sun City corporate shell dated June 16, 2003, filed on August 8, 2003 as an exhibit to Registrant's Form 8-K                                  |
| 3.1                | Restated Certification of Incorporation, as amended, filed on August 8, 2003 as an exhibit to Registrant's Form 8-K                                                                       |
| 3.2                | Certificate of Renewal, Restoration and Revival of Certificate of Incorporation, filed on August 8, 2003 as an exhibit to Registrant's Form 8-K.                                          |
| 3.3                | Restated Bylaws, filed on August 8, 2003 as an exhibit to Registrant's Form 8-K                                                                                                           |
| 31.1               | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer |
| 32.1               | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer |

(b) Reports on Form 8-K

The Company filed a Form 8-K on January 26, 2004 with disclosure under Items 7 and Item 9 and included as exhibits certain certifications required pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which were omitted in previous several previous filings.  

**SIGNATURES**

            In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |           |   |      | **SUN CITY INDUSTRIES, INC.**                        |
|--------|----------------|--------|-----------|------------------------------------------------------|
|   |           |   |      |                                                 |
|   | April 12, 2004 |   | By:  | /s/ Michael F. Manion                                |
|   |           |   |      |                                                      |
|   |           |   |      | Michael F. Manion             President and Director |