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<head>
<title>Sun City</title>
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<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</p>

<p ALIGN="CENTER">WASHINGTON, D.C. 20549</p>
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<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">FORM 8-K</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">CURRENT REPORT</p>
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<table border="0" cellspacing="0" width="100%" height="220" cellpadding="0">
  <tr>
    <td width="100%" colspan="3" height="21"><p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934</td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21"><font SIZE="3"><p ALIGN="CENTER">Date of Report:
    August 1, 2003</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="16"><font SIZE="1"><p ALIGN="CENTER">(Date of
    Earliest Event Reported)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21"><font SIZE="3"><u><b><p ALIGN="CENTER">Sun City
    Industries, Inc.</b></u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="16"><font SIZE="1"><p ALIGN="CENTER">(Exact Name of
    Registrant as Specified in its Charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="39%" align="center" height="21"><u>Delaware</u></td>
    <td width="28%" height="21"><p align="center"><u>01-06914</u></td>
    <td width="33%" height="21"><p align="center"><u>59-0950777</u></td>
  </tr>
  <tr>
    <td width="39%" align="center" height="16"><font SIZE="1">(State or other jurisdiction of
    incorporation)</font></td>
    <td width="28%" height="16"><p align="center"><font SIZE="1">(Commission File Number)</font></td>
    <td width="33%" height="16"><p align="center"><font SIZE="1">(IRS Employer Identification
    No.)</font></td>
  </tr>
  <tr>
    <td width="39%" align="center" height="21">&nbsp; </td>
    <td width="28%" height="21">&nbsp; </td>
    <td width="33%" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td width="39%" align="center" height="21"><u>1220 Glenmore Drive, Apopka, FL</u></td>
    <td width="28%" height="21"></td>
    <td width="33%" height="21"><p align="center"><u>32712</u></td>
  </tr>
  <tr>
    <td width="39%" align="center" height="1"><font SIZE="1">(Address of principal executive
    offices)</font></td>
    <td width="28%" height="1"></td>
    <td width="33%" height="1"><p align="center"><font SIZE="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="39%" height="1">&nbsp; </td>
    <td width="28%" height="1">&nbsp; </td>
    <td width="33%" height="1">&nbsp; </td>
  </tr>
  <tr>
    <td width="39%" height="1">&nbsp; </td>
    <td width="28%" height="1"></td>
    <td width="33%" height="1"></td>
  </tr>
  <tr>
    <td width="100%" height="1" colspan="3"><p align="center">Registrant's telephone number,
    including area code: (407) 880-2213</td>
  </tr>
</table>

<p ALIGN="CENTER">&nbsp;</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p><font SIZE="3">Table of Contents</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%" height="0%" cellpadding="0">
  <tr>
    <td WIDTH="620" VALIGN="TOP"></td>
    <td WIDTH="50" VALIGN="TOP" align="center"><p ALIGN="CENTER"><font SIZE="3">Page</font></td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 1. Changes in Control of Registrant</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">3</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 2. Acquisition or Disposition of Assets</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">4</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 3. Bankruptcy or Receivership</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">4</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 4. Changes in Registrant&#146;s
    Certifying Accountants</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">5</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 5. Other Events and Regulation FD
    Disclosure</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">5</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 6. Resignations of Directors and
    Executive Officers</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">5</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 7. Financial Statements and Exhibits</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">6</td>
  </tr>
  <tr>
    <td WIDTH="620" VALIGN="TOP"><font SIZE="3">Item 8. Changes in Fiscal Year</font></td>
    <td WIDTH="50" VALIGN="TOP" align="center">6</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p><font SIZE="3">ITEM 1. CHANGES IN CONTROL OF REGISTRANT</font></p>
</b>

<p ALIGN="JUSTIFY"><font color="#000000">Sun City Industries, Inc., a Delaware
corporation, is sometimes referred to herein as &quot;we&quot;, &quot;us&quot;,
&quot;our&quot; and the &quot;Company&quot;. 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
in 1994. The Company has been delinquent in filing its periodic reports under the Exchange
Act since 1998 due to the bankruptcy in 1998 discussed below. The Company is filing this
report on Form 8-K and plans shortly to file past due annual reports on Form 10-KSB for
the years ended February 2, 2002 and February 1, 2003, which contain our audited financial
statements for the respective periods. We will also file 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, for the purpose of becoming current under its
Exchange Act reporting obligations. 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 the calendar year ending December 31.</font></p>

<p ALIGN="JUSTIFY">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&#146;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. </p>

<p>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 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 that: (i) any 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&#146;s Board of
Directors; (iii) the Company was authorized to amend the Company&#146;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&#146;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) to implement a 1-for-100 reverse split with resulting odd lots and
fractions rounded up to the next whole 100 shares; (vi) 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; (vii) 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.</p>

<p ALIGN="JUSTIFY"><font color="#000000">In connection with the change in control in June
2003, Michael F. Manion became our sole officer and director on June 27, 2003.</font></p>

<p ALIGN="JUSTIFY"><font color="#000000">As of the date of this filing, Mr. Manion has
paid for the benefit of the Company a total of approximately $36,500, which monies have
been applied principally to pay expenses, including accounting fees, reinstatement fees,
and legal and professional fees related to the preparation and filing of our past due
reports under the Exchange Act. These filings are intended to permit us to become again
current under the reporting requirements of 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.</font></p>

<p><font SIZE="3">The Company filed with the State of Delaware a Certificate of Renewal,
Restoration and Revival of Certificate of Incorporation, executed by Michael F. Manion,
the new sole director and officer of the Company<br>
<br>
(b) The following table contains information regarding the shareholder ownership of the
Company's director/executive officer and those persons or entities who beneficially own
more than 5% of the Company's shares. At the date of this Form 8-K, we know of no person
or entity owning more that 5% of the Company's issued and outstanding shares. Subsequent
to the completion of the reverse split and capital restructuring, a total of 1,068,100
shares will be issued and outstanding.</font></p>

<table BORDER="0" CELLSPACING="0" WIDTH="100%" height="0%"
style="border-left: 1px none rgb(0,0,0); border-bottom: 1px none rgb(0,0,0)"
cellpadding="0">
  <tr>
    <td WIDTH="60%" VALIGN="middle" height="17"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="left"><font size="2">Name</font></td>
    <td WIDTH="25%" VALIGN="middle" height="17" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">Number of Shares Beneficially owned</font><font SIZE="1">(1)</font></td>
    <td WIDTH="15%" VALIGN="middle" height="17" align="center"
    style="border: 1px solid rgb(0,0,0)"><p align="center"><font size="2">Beneficially Owned</font></td>
  </tr>
  <tr>
    <td WIDTH="60%" VALIGN="middle" height="32"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Michael F. Manion, President and Director<br>
    1220 Glenmore Drive, Apopka, FL 32712</font></td>
    <td WIDTH="25%" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">1,000,000</font></td>
    <td WIDTH="15%" VALIGN="middle" height="32" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">93.6%</font></td>
  </tr>
  <tr>
    <td WIDTH="60%" VALIGN="middle"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="1"><font size="2">All directors and executive officers (1 person)</font></td>
    <td WIDTH="25%" VALIGN="middle" height="1" align="center"
    style="border-right: 1px solid rgb(0,0,0); border-top: 1px none rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">1,000,000</font></td>
    <td WIDTH="15%" VALIGN="middle" height="1" align="center"
    style="border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">93.6%</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="middle"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="1" colspan="3"><font size="2">(1) The percentage and ownership is based upon the
    shares to be issued and outstanding following the reverse split and capital restructuring.</font></td>
  </tr>
</table>

<p ALIGN="JUSTIFY">Michael F. Manion, 53, has been President and Sole Director of Sun City
Industries, Inc. since the entry of the Court Order in the US Federal Bankruptcy Court
Southern District of Florida authorizing the purchase of and the equity restructuring of
Sun City Industries, Inc. by Glenin Bay Equity LLC. Mr. Manion has experience in
evaluating and analyzing bankrupt public corporations as potential candidates for a plan
of&nbsp;restoration whereby the compliance and reporting deficiencies of potential
candidate corporations may be subject to being remedied and such entities become current
under the Exchange Act.&nbsp;He was one of the directors of Enchanted Village Inc. while a
plan of restoration for that bankrupt corporation was initiated. Following the shareholder
meeting of Enchanted Village, Mr. Manion resigned as a director. Since March 2001 Mr.
Manion has been an entrepreneur developing a database of publicly held corporations that
have declared bankruptcy. He is a cum laude graduate of the Wharton School of Business at
the University of Pennsylvania.</p>

<p><strong><font SIZE="3">ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS</font></strong></p>

<p>Not applicable.</p>

<p><strong><font SIZE="3">ITEM 3. BANKRUPTCY OR RECEIVERSHIP</font></strong></p>

<p><font SIZE="3">Pursuant to an Order Approving the Sale of Sun City Industries,
Inc.-&quot;In Re Estate of Sun City Industries, Inc.&quot; of the United States Bankruptcy
Court, Southern District of Florida, Case No. 98-20679-BKC-RBR, dated June 16, 2003 (the
&quot;Order&quot;), the sale and transfer of control of Sun City was approved. The Order
is attached as exhibit 2(i) to this Form 8-K. On February 2, 1998, the Company filed a
petition for reorganization under Chapter 11 of the Bankruptcy Code and at the same date
filed under Chapter 11 for each of its subsidiaries. The cases were consolidated and were
converted to a proceeding under Chapter 7. The trustee in bankruptcy pursuant to 11 USC
Section363(m) sold control of the Company to Glenin Bay and on June 16, 2003, the sale and
transfer of control of Sun City was approved. The following are the material terms of the
Order, a copy of which is attached as exhibit 2(i) to this Form 8-K:<br>
1. The sale of Sun City Industries, Inc., a Delaware corporation (the &quot;Company&quot;)
to Glenin Bay Equity, LLC, was approved, free all liens, claims, encumbrances and free of
all real or personal property, including any interest in Sun City subsidiaries and Glenin
Bay is entitled to all protections in 11 USC Section 363(m);<br>
2. The former directors of Sun City were deemed removed and Glenin Bay was authorized to
appoint the single member to the Company's new board of directors;<br>
3. The Company's board was authorized to amend the Certificate of Incorporation to
increase the authorized common stock from 3 million shares to 90 million shares, change
the par value from $.10 per share to $.001 per share and implement a 1 for 100 reverse
share recapitalization with respect to the common shares.<br>
4. The Order authorized the cancellation of all prior conversion rights including
warrants, options, convertible bonds and other convertible instruments and convertible
preferred stock, and also authorized the cancellation of all preferred stock; and<br>
5. The Order authorized the issuance of up to 1 million shares to new management of the
Company who shall be appointed by the board of directors.</font></p>

<p><font SIZE="3">See also the discussion under Item 1- &quot;Change in Control of
Registrant&quot; above.</font></p>

<p><b><font SIZE="3">ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT</font></b></p>

<p><font SIZE="3">The Company's new board authorized the engagement of Michael F. Cronin,
Certified Public Accountant, 1574 Eagle Nest Circle, Winter Springs, FL 32708 to serve as
the Company's new independent public accountant for the purpose of auditing the Company's
financial statements. It it the Company's intention to file reports under the Exchange Act
and to seek to become current in its filing obligations under the Exchange Act.</font></p>
<b>

<p><font SIZE="3">ITEM 5. OTHER EVENTS </font>AND REGULATION FD DISCLOSURE</p>

<p></b><font SIZE="3">Not applicable.</font></p>

<p><b><font SIZE="3">ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS</font></b></p>

<p><font SIZE="3">Pursuant the Order, the former directors of the Company were deemed
removed from office and Glenin Bay authorized the appointment of Michael F. Manion to be
the sole director of the Company. </font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p><font SIZE="3">ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS</font></p>
</b>

<p><font SIZE="3">(a) The Registrant will file audited financial statements prepared
according to Regulation S-X on its Form 10-KSB.</font></p>

<p><font SIZE="3">(c) Exhibits</font></p>

<table border="0" width="100%" height="44" cellspacing="0" cellpadding="0">
  <tr>
    <td width="8%" height="21" valign="middle"><font size="2">Exhibit No.</font></td>
    <td width="83%" height="21" valign="middle"><font size="2">Document Description</font></td>
  </tr>
  <tr>
    <td width="8%" height="24" valign="middle"><font size="2">2(i)</font></td>
    <td width="83%" height="24" valign="middle"><font size="2">Order of Bankruptcy Court
    Approving Sale of Sun City corporate shell&nbsp;dated June 16, 2003, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="8%" height="24" valign="middle"><font size="2">3(i)</font></td>
    <td width="83%" height="24" valign="middle"><font size="2">Restated Certificate of
    Incorporation, as amended, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="8%" height="23" valign="middle"><font size="2">3(ii)</font></td>
    <td width="83%" height="23" valign="middle"><font size="2">Certificate of Renewal,
    Restoration and Revival of Certificate of Incorporation, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="8%" height="23" valign="middle"><font size="2">3(iii)</font></td>
    <td width="83%" height="23" valign="middle"><font size="2">Restated By-laws, filed
    herewith.</font></td>
  </tr>
</table>
<b>

<p><font SIZE="3">ITEM 8. CHANGE IN FISCAL YEAR</font></p>
</b>

<p><font SIZE="3">Not applicable.</font></p>
<b>

<p ALIGN="CENTER"><font SIZE="3">SIGNATURES</font></p>
</b>

<p ALIGN="JUSTIFY"><font SIZE="3">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.</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><font SIZE="3">Sun City Industries, Inc.</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3">By: <u>/s/ Michael F. Manion</u></font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3">Michael F. Manion</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="3">President and Director</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="3">Date: August 8, 2003</font></td>
  </tr>
</table>
</div>
</body>
</html>
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Sun City
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
    August 1, 2003
(Date of
    Earliest Event Reported)
Sun City
    Industries, Inc.
(Exact Name of
    Registrant as Specified in its Charter)
Delaware
01-06914
59-0950777
(State or other jurisdiction of
    incorporation)
(Commission File Number)
(IRS Employer Identification
    No.)
1220 Glenmore Drive, Apopka, FL
32712
(Address of principal executive
    offices)
(Zip Code)
Registrant's telephone number,
    including area code: (407) 880-2213
Table of Contents
Page
Item 1. Changes in Control of Registrant
3
Item 2. Acquisition or Disposition of Assets
4
Item 3. Bankruptcy or Receivership
4
Item 4. Changes in Registrant's
    Certifying Accountants
5
Item 5. Other Events and Regulation FD
    Disclosure
5
Item 6. Resignations of Directors and
    Executive Officers
5
Item 7. Financial Statements and Exhibits
6
Item 8. Changes in Fiscal Year
6
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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
in 1994. The Company has been delinquent in filing its periodic reports under the Exchange
Act since 1998 due to the bankruptcy in 1998 discussed below. The Company is filing this
report on Form 8-K and plans shortly to file past due annual reports on Form 10-KSB for
the years ended February 2, 2002 and February 1, 2003, which contain our audited financial
statements for the respective periods. We will also file 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, for the purpose of becoming current under its
Exchange Act reporting obligations. 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 the 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.
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 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 that: (i) any 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) to implement a 1-for-100 reverse split with resulting odd lots and
fractions rounded up to the next whole 100 shares; (vi) 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; (vii) 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.
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 approximately $36,500, which monies have
been applied principally to pay expenses, including accounting fees, reinstatement fees,
and legal and professional fees related to the preparation and filing of our past due
reports under the Exchange Act. These filings are intended to permit us to become again
current under the reporting requirements of 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.
The Company filed with the State of Delaware a Certificate of Renewal,
Restoration and Revival of Certificate of Incorporation, executed by Michael F. Manion,
the new sole director and officer of the Company
(b) The following table contains information regarding the shareholder ownership of the
Company's director/executive officer and those persons or entities who beneficially own
more than 5% of the Company's shares. At the date of this Form 8-K, we know of no person
or entity owning more that 5% of the Company's issued and outstanding shares. Subsequent
to the completion of the reverse split and capital restructuring, a total of 1,068,100
shares will be issued and outstanding.
Name
Number of Shares Beneficially owned
(1)
Beneficially Owned
Michael F. Manion, President and Director
1220 Glenmore Drive, Apopka, FL 32712
1,000,000
93.6%
All directors and executive officers (1 person)
1,000,000
93.6%
(1) The percentage and ownership is based upon the
    shares to be issued and outstanding following the reverse split and capital restructuring.
Michael F. Manion, 53, has been President and Sole Director of Sun City
Industries, Inc. since the entry of the Court Order in the US Federal Bankruptcy Court
Southern District of Florida authorizing the purchase of and the equity restructuring of
Sun City Industries, Inc. by Glenin Bay Equity LLC. Mr. Manion has experience in
evaluating and analyzing bankrupt public corporations as potential candidates for a plan
of restoration whereby the compliance and reporting deficiencies of potential
candidate corporations may be subject to being remedied and such entities become current
under the Exchange Act. He was one of the directors of Enchanted Village Inc. while a
plan of restoration for that bankrupt corporation was initiated. Following the shareholder
meeting of Enchanted Village, Mr. Manion resigned as a director. Since March 2001 Mr.
Manion has been an entrepreneur developing a database of publicly held corporations that
have declared bankruptcy. He is a cum laude graduate of the Wharton School of Business at
the University of Pennsylvania.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Pursuant to an Order Approving the Sale of Sun City Industries,
Inc.-"In Re Estate of Sun City Industries, Inc." of the United States Bankruptcy
Court, Southern District of Florida, Case No. 98-20679-BKC-RBR, dated June 16, 2003 (the
"Order"), the sale and transfer of control of Sun City was approved. The Order
is attached as exhibit 2(i) to this Form 8-K. On February 2, 1998, the Company filed a
petition for reorganization under Chapter 11 of the Bankruptcy Code and at the same date
filed under Chapter 11 for each of its subsidiaries. The cases were consolidated and were
converted to a proceeding under Chapter 7. The trustee in bankruptcy pursuant to 11 USC
Section363(m) sold control of the Company to Glenin Bay and on June 16, 2003, the sale and
transfer of control of Sun City was approved. The following are the material terms of the
Order, a copy of which is attached as exhibit 2(i) to this Form 8-K:
1. The sale of Sun City Industries, Inc., a Delaware corporation (the "Company")
to Glenin Bay Equity, LLC, was approved, free all liens, claims, encumbrances and free of
all real or personal property, including any interest in Sun City subsidiaries and Glenin
Bay is entitled to all protections in 11 USC Section 363(m);
2. The former directors of Sun City were deemed removed and Glenin Bay was authorized to
appoint the single member to the Company's new board of directors;
3. The Company's board was authorized to amend the Certificate of Incorporation to
increase the authorized common stock from 3 million shares to 90 million shares, change
the par value from $.10 per share to $.001 per share and implement a 1 for 100 reverse
share recapitalization with respect to the common shares.
4. The Order authorized the cancellation of all prior conversion rights including
warrants, options, convertible bonds and other convertible instruments and convertible
preferred stock, and also authorized the cancellation of all preferred stock; and
5. The Order authorized the issuance of up to 1 million shares to new management of the
Company who shall be appointed by the board of directors.
See also the discussion under Item 1- "Change in Control of
Registrant" above.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Company's new board authorized the engagement of Michael F. Cronin,
Certified Public Accountant, 1574 Eagle Nest Circle, Winter Springs, FL 32708 to serve as
the Company's new independent public accountant for the purpose of auditing the Company's
financial statements. It it the Company's intention to file reports under the Exchange Act
and to seek to become current in its filing obligations under the Exchange Act.
ITEM 5. OTHER EVENTS
AND REGULATION FD DISCLOSURE
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant the Order, the former directors of the Company were deemed
removed from office and Glenin Bay authorized the appointment of Michael F. Manion to be
the sole director of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Registrant will file audited financial statements prepared
according to Regulation S-X on its Form 10-KSB.
(c) Exhibits
Exhibit No.
Document Description
2(i)
Order of Bankruptcy Court
    Approving Sale of Sun City corporate shell dated June 16, 2003, filed herewith.
3(i)
Restated Certificate of
    Incorporation, as amended, filed herewith.
3(ii)
Certificate of Renewal,
    Restoration and Revival of Certificate of Incorporation, filed herewith.
3(iii)
Restated By-laws, filed
    herewith.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sun City Industries, Inc.
By:
/s/ Michael F. Manion
Michael F. Manion
President and Director
Date: August 8, 2003