UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








Form
10-Q







xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934:




For the quarterly period
endedMarch
31,
2009





o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF1934:




For the transition period from______ to
_______




01-06914


Commission
File Number







Worldwide Biotech &
Pharmaceutical Company


(Name of
small business issuer in its charter)







Delaware


(State or
other jurisdiction of Incorporation)




59-0950777


(IRS
Employer Identification Number)




4
Fenghui South Road, 15th Floor,
A10-11501


Jie
Zuo Mansion, Xi'an, Shaanxi 710075


P.R.
China


(Address
of principal executive offices)





86-29-88193339


(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), and (2) has been subject
to such filing requirements for the past 90 days. Yes x  No
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer.  See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one):





Large
Accelerated Filer oAccelerated Filer oNon-Accelerated
Filer oSmaller Reporting Company x








The
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date: As of March 31, 2009, there were 53,915,653
shares of the common stock issued and outstanding.





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one): Yes o  No x





Transitional
Small Business Disclosure Format (check one): Yes o  No x














WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND
SUBSIDIARIES





FORM
10-Q





March
31, 2009





TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONITEM 1 - FINANCIAL STATEMENTS
              3ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
              18ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
              22ITEM 4 (A) - CONTROLS AND PROCEDURES
              22ITEM 4 (A)T – INTERNAL CONTROL OVER FINANCIAL
      REPORTING
              22PART
      II - OTHER INFORMATIONITEM 1 - LEGAL PROCEEDINGS
              23ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
              23ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
              23ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              23ITEM 5 - OTHER INFORMATION
              23ITEM 6 - EXHIBITS
              23SIGNATURES
              24





2
 Table of Contents




Item
1.  Financial Statements





WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES





March
31, 2009





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS








Contents
                        Page(s)Consolidated Balance Sheets at March 31, 2009 (Unaudited) and
      December 31, 2008
                        4Consolidated Statements of Operations and Comprehensive Loss
      for the Three Months Ended March 31, 2008 and 2008
      (Unaudited)
                        5Consolidated Statement of Comprehensive Loss
      (Unaudited)
                        6Consolidated Statement of Changes in Equity (Deficit)
      (Unaudited)
                        7Consolidated Statements of Cash Flows for the Three Months
      Ended March 31, 2009 and 2008 (Unaudited)
                        8Notes to the Consolidated Financial Statements
      (Unaudited)
                        9 -
      17





3
 Table of Contents




WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSMarch
      31, 2009
                                                                    
                                                                    
                                                                    December
      31, 2008(Unaudited)ASSETSCurrent
      Assets:Cash
                                                                    
                                                                    $
                                                                    105,213
                                                                    
                                                                    
                                                                    $
                                                                    190,039Accounts
      receivable, net (Note 4)
                                                                    
                                                                    
                                                                    26,195
                                                                    
                                                                    
                                                                    
                                                                    26,238Inventories
      (Note 5)
                                                                    
                                                                    
                                                                    163,882
                                                                    
                                                                    
                                                                    
                                                                    126,585Prepayments
      and other current assets
                                                                    
                                                                    
                                                                    86,568
                                                                    
                                                                    
                                                                    
                                                                    62,061Total
      Current Assets
                                                                    
                                                                    
                                                                    381,858
                                                                    
                                                                    
                                                                    
                                                                    404,923Property,
      plant and Equipment, net
                                                                    
                                                                    
                                                                    4,768,155
                                                                    
                                                                    
                                                                    
                                                                    4,858,303Licenses,
      net
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Land
      use rights, net
                                                                    
                                                                    
                                                                    775,942
                                                                    
                                                                    
                                                                    
                                                                    781,815Total
      Assets
                                                                    
                                                                    $
                                                                    5,925,955
                                                                    
                                                                    
                                                                    $
                                                                    6,045,041LIABILITIESCurrent
      liabilities:Loan
      payable (Note 7)
                                                                    
                                                                    $
                                                                    702,409
                                                                    
                                                                    
                                                                    $
                                                                    703,554Note
      payable- stockholder (Note 6)
                                                                    
                                                                    
                                                                    161,144
                                                                    
                                                                    
                                                                    
                                                                    198,051Note
      payable - bank (Note 8)
                                                                    
                                                                    
                                                                    1,463,351
                                                                    
                                                                    
                                                                    
                                                                    1,465,738Accounts
      payable
                                                                    
                                                                    
                                                                    355,172
                                                                    
                                                                    
                                                                    
                                                                    353,058Due
      to related parties (Note 6)
                                                                    
                                                                    
                                                                    2,184,262
                                                                    
                                                                    
                                                                    
                                                                    2,140,537Other
      current liabilities
                                                                    
                                                                    
                                                                    2,047,222
                                                                    
                                                                    
                                                                    
                                                                    1,935,279Total
      Current Liabilities
                                                                    
                                                                    
                                                                    6,913,560
                                                                    
                                                                    
                                                                    
                                                                    6,796,217Total
      Liabilities
                                                                    
                                                                    
                                                                    6,913,560
                                                                    
                                                                    
                                                                    
                                                                    6,796,217DEFICITWWBP
      stockholders' deficit:Common
      stock $.001 par value; 90,000,000 shares authorized;53,915,653
      shares issued and outstanding,
                                                                    
                                                                    
                                                                    53,916
                                                                    
                                                                    
                                                                    
                                                                    53,916Additional
      paid-in capital
                                                                    
                                                                    
                                                                    12,529,205
                                                                    
                                                                    
                                                                    
                                                                    12,499,171Accumulated
      deficit
                                                                    
                                                                    
                                                                    (13,621,893
                                                                    )
                                                                    
                                                                    
                                                                    (13,427,533
                                                                    )Accumulated
      other comprehensive income (loss):Foreign
      currency translation gain
                                                                    
                                                                    
                                                                    97,758
                                                                    
                                                                    
                                                                    
                                                                    123,270Total
      WWBP stockholders' deficit
                                                                    
                                                                    
                                                                    (941,014
                                                                    )
                                                                    
                                                                    
                                                                    (751,176
                                                                    )Noncontrolling
      interest
                                                                    
                                                                    
                                                                    (46,591
                                                                    )
                                                                    
                                                                    
                                                                    -Total
      Deficit
                                                                    
                                                                    
                                                                    (987,605
                                                                    )
                                                                    
                                                                    
                                                                    (751,176
                                                                    )Total
      Liabilities and Deficit
                                                                    
                                                                    $
                                                                    5,925,955
                                                                    
                                                                    
                                                                    $
                                                                    6,045,041See
      accompanying notes to the consolidated financial
  statements


4
 Table of Contents




WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      the Three Months EndedMarch
      31, 2009
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        March
      31, 2008Revenues
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        18,265
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        14,898Cost
      of Goods Sold
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        13,589
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        9,806Gross
      Profit
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        4,676
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        5,092Operating
      Expenses:Selling
      expenses
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        1,518
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        16,750Research
      and development
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        11,670Professional
      fees
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        270
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        8,461General
      and administrative
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        75,502
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        128,987Total
      Operating Expenses
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        77,290
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        165,868Loss
      from Operations
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (72,614
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (160,776
                                                                                                                                        )Other
      Expenses(Income):Interest
      income
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (305
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (81
                                                                                                                                        )Interest
      expense
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        95,308
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        60,929Other
      (income) expense
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        1,358
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        6,084Depreciation
      and production cost of idle capacity
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        60,920
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Total
      Other (Income) Expenses
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        157,281
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        66,932Net
      Loss
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (229,895
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (227,708
                                                                                                                                        )Less:
      Net loss attributable to the noncontrolling interest
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        35,535
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        23,385Net
      Loss Attributable to WWBP
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (194,360
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (204,323
                                                                                                                                        )Net
      Loss Per Common ShareNet
      loss per common share - Basic and diluted
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        (0.00
                                                                                                                                        )Weighted
      average number of common shares outstanding-
      Basic and diluted
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        53,915,653
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        53,915,653See
      accompanying notes to the consolidated financial
    statements.




5
 Table of Contents




WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF COMPREHENSIVE LOSS(UNAUDITED)For
      the Three Months EndedMarch
      31, 2009
                                                                                              
                                                                                              
                                                                                              March
      31, 2008Net
      loss
                                                                                              
                                                                                              $
                                                                                              (229,895
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (227,708
                                                                                              )Other
      comprehensive income(loss), net of tax:Foreign
      currency translation gain(loss)
                                                                                              
                                                                                              
                                                                                              (36,568
                                                                                              )
                                                                                              
                                                                                              
                                                                                              28,589Comprehensive
      loss
                                                                                              
                                                                                              
                                                                                              (266,463
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (199,119
                                                                                              )Comprehensive
      loss attributable to the noncontrolling interest
                                                                                              
                                                                                              
                                                                                              46,591
                                                                                              
                                                                                              
                                                                                              
                                                                                              23,385Comprehensive
      loss attributable to WWBP
                                                                                              
                                                                                              $
                                                                                              (219,872
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (175,734
                                                                                              )See
      accompanying notes to the consolidated financial
    statements.




6




WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CHANGES IN EQUITY (DEFICIT)FOR
      THE THREE MONTHS ENDED MARCH 31, 2009(UNAUDITED)WWBP
      ShareholdersAccumulatedCommon
      Stock, $.001 Par Value
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Additional
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                OtherComprehnsive
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Number
      of
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Paid-in
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Accumulated
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Comprehensive
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                NoncontrollingTotal
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Income
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Shares
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Amount
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Capital
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Deficit
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Income
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                InterestBalance,
      December 31, 2008
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (751,176
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                53,915,653
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                53,916
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                12,499,171
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (13,427,533
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                123,270
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                -Interest
      for due to related parties
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                30,034
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                30,034Comprehensive
      loss:Net
      loss
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (229,895
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (229,895
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (194,360
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (35,535
                                                                                                                                                                                                                                                                                                )Other
      comprehensive loss, net of tax:Foreign
      currency translation loss
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (36,568
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (36,568
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (25,512
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (11,056
                                                                                                                                                                                                                                                                                                )Comprehensive
      loss
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (266,463
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (266,463
                                                                                                                                                                                                                                                                                                )Balance,
      March 31, 2009
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (987,605
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                53,915,653
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                53,916
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                12,529,205
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (13,621,893
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                97,758
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (46,591
                                                                                                                                                                                                                                                                                                )See
      accompanying notes to the consolidated financial
  statements




7




WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      The Three Months EndedMarch
      31, 2009
                                                                                                              
                                                                                                              
                                                                                                              March
      31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                                                              
                                                                                                              $
                                                                                                              (229,895
                                                                                                              )
                                                                                                              
                                                                                                              $
                                                                                                              (227,708
                                                                                                              )Adjustments
      to reconcile net loss to net cash provided by(used
      in) operating activities:Depreciation
      and amortization
                                                                                                              
                                                                                                              
                                                                                                              108,310
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              60,896Imputed
      interest for due to related parties
                                                                                                              
                                                                                                              
                                                                                                              30,034
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -Changes
      in assets and liabilities:Accounts
      receivable
                                                                                                              
                                                                                                              
                                                                                                              43
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              11,643Inventories
                                                                                                              
                                                                                                              
                                                                                                              (37,297
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              64,961Prepayments
      and other current assets
                                                                                                              
                                                                                                              
                                                                                                              (24,507
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (55,833
                                                                                                              )Accounts
      payable
                                                                                                              
                                                                                                              
                                                                                                              2,114
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (78,149
                                                                                                              )Accrued
      expenses and other current liabilities
                                                                                                              
                                                                                                              
                                                                                                              111,943
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (5,754
                                                                                                              )NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                                                              
                                                                                                              
                                                                                                              (39,255
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (229,944
                                                                                                              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
                                                                                                              
                                                                                                              
                                                                                                              (21,510
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (14,413
                                                                                                              )NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                                                                              
                                                                                                              
                                                                                                              (21,510
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (14,413
                                                                                                              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment
      of note payable - stockholder
                                                                                                              
                                                                                                              
                                                                                                              (36,570
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              -Proceeds
      from stockholders/officers
                                                                                                              
                                                                                                              
                                                                                                              47,188
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              21,344NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                                                                              
                                                                                                              
                                                                                                              10,618
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              21,344EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                                                                                                              
                                                                                                              
                                                                                                              (34,679
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              28,056NET
      CHANGE IN CASH
                                                                                                              
                                                                                                              
                                                                                                              (84,826
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (194,957
                                                                                                              )CASH
      at beginning of period
                                                                                                              
                                                                                                              
                                                                                                              190,039
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              815,671CASH
      at end of period
                                                                                                              
                                                                                                              $
                                                                                                              105,213
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              620,714SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW  INFORMATION:Interest
      paid
                                                                                                              
                                                                                                              $
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              -See
      accompanying notes to the consolidated financial
    statements.




8
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


Notes
to the Consolidated Financial Statements


March 31,
2009


(Unaudited)







NOTE 1 - ORGANIZATION AND
OPERATIONS





Worldwide
Biotech & Pharmaceutical Company, (“Worldwide” or the “Company”) was
incorporated in Delaware in 1961. In the fourth quarter of 2005, the Company
commenced revenue producing operations.





On April
20, 2004, as amended on August 3, 2004 and effective December 16, 2004, under an
Agreement and Plan of Reorganization, the Company issued 33,600,000 shares of
its common stock for the acquisition of all of the outstanding capital stock of
Yangling Daiying Biological Engineering Co., Ltd. (“Daiying”) with the former
shareholders of the Company retaining 1,057,102 or approximately 5% of the
outstanding stock. As a result of the ownership interests of the former
shareholders of Daiying, for financial accounting purposes, the exchange of
stock has been treated as a recapitalization of Worldwide with Daiying deemed
the accounting acquirer and Worldwide deemed the accounting acquiree under the
purchase method of accounting in accordance with Statement of Financial
Accounting Standards No. 141 “Business Combinations” (“SFAS
No. 141”). Additionally, as part of the Merger, the Company, whose former
name was Sun City Industries, Inc., amended its Articles of Incorporation, and
changed its name to Worldwide Biotech & Pharmaceutical
Company.





Daiying
was incorporated on November 26, 2001 in Shaanxi Province, the People's Republic
of China (the “PRC”). Its principal business activities are to develop and
market viruses/viral vectors, external diagnostic reagents, prophylactic
vaccines for humans, and oral solid dosage forms of traditional Chinese medicine
products.





On March
7, 2005, Daiying formed Shaanxi Daiying Medicine Distribution Co., Ltd.
(“Shaanxi”) with a stockholder of the Company, in which Daiying holds a 90%
interest. The stockholder's contribution for its 10% interest was Renminbi
(“RMB”) 500,000 (equivalent to $61,956 at December 31, 2005), which has been
reduced by its proportional share of Shaanxi's loss from inception-to-date.
Shaanxi's principal business activities are trading of medicine
products.





On July
26, 2005, Glory Dragon Investments Ltd. (“Glory Dragon”), an international
business company, was formed in the British Virgin Islands by the Company. Glory
Dragon then established a wholly-owned foreign investment company in the
People's Republic of China known as Shaanxi Allied Shine International
Investment Management Consulting Ltd. (“Shaanxi Allied”) on December 27, 2005.
Worldwide transferred all of its shares in Daiying to Shaanxi Allied on December
27, 2005.





On
January 19, 2006, Worldwide by and through its wholly owned subsidiary, Daiying,
entered into a Reorganization Agreement with Hunan Hua Yang Pharmaceutical Co.
Ltd. (“Hua Yang”) and its shareholders. Pursuant to this agreement, the Company
issued 482,800 shares of its common stock to the shareholders of Hua Yang to
acquire 51%. Hua Yang, incorporated on June 22, 1999 in Hunan Province, China,
engages in developing, manufacturing and marketing synthetic chemical medicine,
antibiotics, immune vaccine and nutrient supplements.





Also on
January 19, 2006, Daiying entered into a Reorganization Agreement with Hunan Ze
An Pharmaceutical Co. Ltd. (“Ze An”) and its shareholders.  Daiying paid
RMB3,400,000 (equivalent to US$424,115 at March 31, 2006) and 217,600 shares of
common stock of Worldwide for 65% of Ze An. Ze An was incorporated in February
2000 in Hunan Province, China, and engages in developing, manufacturing and
marketing essential traditional Chinese medicine, organic herbal medicine, and
neutraceutical products.





On
December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li, minority
shareholders of Ze An and Hua Yang, entered into a Consolidation and
Reorganization Agreement (“Consolidation”).   Pursuant to the
Consolidation, Ze An merged into Hua Yang with Hua Yang assuming all assets and
liabilities of Ze An and Hua Yang continuing as the surviving entity. In
addition, as part of the Consolidation, Daiying acquired an additional 15%
equity interest in Ze An for a note payable to Mr. Zhongyu Lu, a former
shareholder of Ze An, of RMB 1,351,200 (equivalent to $172,954 at December 31,
2006). The note included the principal of RMB1.2 million (equivalent to $153,600
at December 31, 2006) and accrued interest of RMB151,200 (equivalent to $19,354
at December 31, 2006) based on an interest rate of 6.3% per annum with both
principal and interest due December 4, 2007; the note is currently passed due.
The Company owns a 67.3486% equity interest of Hua Yang subsequent to the
consolidation.




9
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)




NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation





The
accompanying unaudited consolidated financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information, and
with the rules and regulations of the United States Securities and Exchange
Commission to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by U.S. GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods have been included. These consolidated financial statements
should be read in conjunction with the consolidated financial statements of the
Company for the year ended December 31, 2008 and notes thereto contained in the
Report on Form 10-K of the Company as filed with the United States Securities
and Exchange Commission (the “SEC”) on March 31, 2009. Interim results are not
necessarily indicative of the results for the full year.





The
consolidated financial statements include all the accounts of the Company and
its wholly-owned and majority-owned subsidiaries. All significant inter-company
balances and transactions have been eliminated. The results of operations for
Hua Yang have been included in the Consolidated Statements of Operations and
Comprehensive Loss since the date of acquisition.





Reclassification





Certain
amounts in the prior period financial statements have been reclassified to
conform to the current period presentation. These reclassifications had no
effect on reported losses.





Use of
estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 include the estimated useful
lives of property, plant and equipment, land use right and licenses. Actual
results could differ from those estimates.





Cash
equivalents





The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.





Trade
accounts receivable





Trade
accounts receivable are recorded at the invoiced amount, net of an allowance for
doubtful accounts. The allowance for doubtful accounts is the Company's best
estimate of the amount of probable credit losses in the Company's existing
accounts receivable. The Company determines the allowance based on historical
write-off experience, customer specific facts and economic conditions. Bad debt
expense is included in general and administrative expenses, if
any.





Outstanding
account balances are reviewed individually for collectibility. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. The Company does
not have any off-balance-sheet credit exposure to its
customers.





Inventories





The
Company values inventories, consisting of finished goods, work in progress and
raw materials, at the lower of cost or market.  Cost is determined on the
weighted average cost method.





Property,
plant and equipment





Property,
plant 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, plant and equipment is
computed by the straight-line method (after taking into account their respective
estimated residual values) over the assets estimated useful lives ranging from
five (5) years to 20 years. Upon sale or retirement of property, plant and
equipment, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in operations. Leasehold
improvements, if any, are amortized on a straight-line basis over the lease
period or the estimated useful life, whichever is shorter. Upon becoming fully
amortized, the related cost and accumulated amortization are removed from the
accounts.  Construction in progress includes direct costs of construction
of factory building. Interest incurred during the period of construction has not
been capitalized as such amounts are considered to be immaterial at this time.
Construction in progress is not depreciated until such time as the assets are
completed and put into operational use.




10
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)


NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)


Land use
rights





Land use
rights represent the cost to obtain the right to use land in the PRC. Land use
rights are carried at cost and amortized on a straight-line basis over the lives
of the right ranging from 40 to 50 years. Upon becoming fully amortized, the
related cost and accumulated amortization are removed from the
accounts.





Licenses





The
Company has adopted the guidelines as set out in Statement of Financial
Accounting Standards No. 142 “Goodwill and Other Intangible
Assets” (“SFAS No. 142”) for the licenses. Under the requirements as set
out in SFAS No. 142, the Company amortizes the costs of acquired licenses over
their remaining legal lives or the term of the contract, whichever is shorter.
Licenses are stated at cost less accumulated amortization and accumulated
impairment losses, if any. Upon becoming fully amortized, the related cost and
accumulated amortization are removed from the accounts.





Impairment
of long-lived assets





The
Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets”(“SFAS No. 144”) for its long-lived
assets. The Company's long-lived assets, which include property, plant and
equipment, land use rights and licenses are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.





The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives. The
Company determined that there were no impairments of long-lived assets for
the three months ended March 31, 2009 or 2008.





Fair
value of financial instruments





The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of
Financial Instruments”(“SFAS No. 107”) for its financial
instruments. The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties.  The carrying amounts of financial assets and liabilities, such as
cash, trade accounts receivable, prepayments and other current assets, accounts
payable, accrued expenses and other current liabilities, approximate their fair
values because of the short maturity of these instruments. The Company's loan
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 March 31, 2009.





Segment
information





SFAS No.
131, “Disclosures about Segments of an Enterprise and Related Information”,
requires certain financial and supplementary information to be disclosed on an
annual and interim basis for each reportable segment of an enterprise. The
Company believes that it operates in one business segment (research,
development, production, marketing and sales of auto electronic products) and in
one geographical segment (China), as all of the Company’s current operations are
carried out in China.





Revenue
recognition





The
Company follows the guidance of the United States Securities and Exchange
Commission's Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition.
The Company records revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred and the title and
risk of loss transfer to the buyer, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured.  Persuasive
evidence of an arrangement is demonstrated via invoice to the customer; product
delivery is evidenced by the warehouse shipping log as well as a signed bill of
lading from the trucking company and no product return is allowed except for
defective or damaged products; the sales price to the customer is fixed upon
acceptance of the purchase order; and there are no separate sales rebates,
discounts, or volume incentives. The Company manufactures and distributes
traditional Chinese medicine, including drink tablets, synthetic medicine,
antibiotics, biotech medicine and biotech reagents; wholesale Class II medical
devices, Class III medical devices, including but not limited to, medical sewing
materials and bond, medical high molecular materials and products, and
disposable sterile medical devices. The majority of the Company's revenue
derives from sales contracts with distributors. The Company sells certain
products to certain customers on a consignment basis. The Company records
revenue for consignment transactions when the consignee sells the product to the
end users.




11
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)
 NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Stock
based compensation





Effective
January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS
No. 123R”) using the modified prospective method. On January 12, 2007, the
Company issued 1,400,000 shares of its common stock to three employees pursuant
to the 2005 Non-Qualified Stock Compensation Plan (see Note 15(i)). The Company
valued the shares at $0.15 per share, the closing price of the Company's common
stock on the date of issuance and charged $210,000 to stock based
compensation.  The Company did not issue any stock options or warrants to
any employees, directors, officers or third parties since January 1,
2006.





Research
and development





Research
and development costs are charged to expense as incurred. Research and
development costs consist primarily of remuneration for research and development
staff, depreciation and maintenance expenses of research and development
equipment and material costs for research and development.





Shipping
and handling costs





The
Company accounts for shipping and handling fees in accordance with the Financial
Accounting Standards Board Emerging Issues Task Force Issue No. 00-10 “Accounting for Shipping and
Handling Fees and Costs” (“EITF Issue No. 00-10”). While amounts charged
to customers for shipping product are included in revenues, the related costs
are classified in cost of goods sold as incurred.





Income
taxes





The
Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”
(“SFAS No. 109”), 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. Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the
Consolidated Statements of Operations and Comprehensive Income in the period
that includes the enactment date.





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
No. 52 “Foreign Currency
Translation” (“SFAS No. 52”) and are included in determining net income
or loss.





The
financial records of the Company are maintained in their local currency, the
Renminbi (“RMB”), which is the functional currency. Assets and liabilities are
translated from the local currency into the reporting currency, 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 combined and consolidated financial statements. Foreign
currencytranslation gain (loss)
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining accumulated other
comprehensive income in the consolidated statement of stockholders'
equity.





RMB is
not a fully convertible currency. All foreign exchange transactions involving
RMB must take place either through the People's Bank of China (the “PBOC”) or
other institutions authorized to buy and sell foreign exchange. The exchange
rate adopted for the foreign exchange transactions are the rates of exchange
quoted by the PBOC, which are determined largely by supply and demand.
Translation of amounts from RMB into United States dollars (“US$”) has been made
at the following exchange rates for the respective years:




12
 Table of Contents


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)
 NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


March 31,
2009





Balance
sheet   RMB 6.8336 to US$1.00





Statement
of operations and comprehensive income (loss) RMB 6.8363 to
US$1.00





December 31,
2008





Balance
sheet   RMB 6.8225 to US$1.00





Statement
of operations and comprehensive income (loss) RMB 6.9493 to
US$1.00





March 31,
2008





Balance
sheet   RMB 7.0120 to US$1.00





Statement
of operations and comprehensive income RMB 7.1590 to
US$1.00





Commencing
July 21, 2005, China adopted a managed floating exchange rate regime based
on market demand and supply with reference to a basket of currencies. The
exchange rate of the US dollar against the RMB was adjusted from approximately
RMB 8.2765 per US dollar to approximately RMB 8.11 per US dollar on
July 21, 2005. Since then, the PBOC administers and regulates the exchange
rate of the US dollar against the RMB taking into account demand and supply of
RMB, as well as domestic and foreign economic and financial
conditions.





Net gains
and losses resulting from foreign exchange transactions, if any, are included in
the Consolidated Statements of Comprehensive Loss. The foreign currency
translation gain(loss) for the three months ended March 31, 2009 and
2008 were $(36,568) and $28,589 and effect of exchange rate changes on cash
flows for the three months period then ended were $(34,679) and $28,056,
respectively.





Related
parties





A party
is considered to be related to the Company if the party directly or indirectly
or through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. Related parties also include principal owners
of the Company, its management, members of the immediate families of principal
owners of the Company and its management and other parties with which the
Company may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate
interests. A party which can significantly influence the management or operating
policies of the transacting parties or if it has an ownership interest in one of
the transacting parties and can significantly influence the other to an extent
that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests is also a related party.





Comprehensive
income (loss)





The
Company has adopted Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive
Income” (“SFAS No. 130”). This statement establishes rules for the
reporting of comprehensive income (loss) and its components. Comprehensive
income (loss), for the Company, consists of net loss and foreign currency
translation adjustments and is presented in the Consolidated Statements of
Operations and Comprehensive Income (loss) and Stockholders'
Equity.





Net loss
per common share





Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128 “Earnings
Per Share” (“SFAS No. 128”). Basic net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock
outstanding during each period. Diluted net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period.  There
were no potentially dilutive shares outstanding as of March 31, 2009 or
2008.





Commitments
and contingencies





Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and
penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the assessment can be reasonably
estimated.




13
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)
 NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Recently
adopted accounting principles
  In December 2007, FASB issued SFAS No. 141
(revised 2007), Business Combinations (“SFAS No. 141R”).  SFAS No.
141R is a revision to SFAS No. 141 and includes substantial changes to the
acquisition method used to account for business combinations (formerly the
“purchase accounting” method), including broadening the definition of a
business, as well as revisions to accounting methods for contingent
consideration and other contingencies related to the acquired business,
accounting for transaction costs, and accounting for adjustments to provisional
amounts recorded in connection with acquisitions.  SFAS No. 141R
retains the fundamental requirement of SFAS No. 141 that the acquisition method
of accounting be used for all business combinations and for an acquirer to be
identified for each business combination.  SFAS No. 141R is applied
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  We adopted SFAS No. 141R effective January 1,
2009.  The adoption of SFAS No. 141R did not have a material impact on
our consolidated financial statements for the three months ended March 31, 2009
because we did not complete any business combinations in the first quarter of
2009.
  On
December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling interest in
Consolidated Financial Statements”.  SFAS No. 160 requires all
entities to report noncontrolling (minority) interests in subsidiaries as equity
in the consolidated financial statements.  The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements.  We adopted SFAS No. 160 effective
January 1, 2009.  The adoption of SFAS No. 160 did not have a material
impact on our consolidated financial statements for the three months ended March
31, 2009.
  In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”.  The new standard
is intended to improve financial reporting about derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity’s financial position, financial
performance, and cash flows.  We adopted SFAS No. 160 effective
January 1, 2009. The adoption of SFAS 161 had no impact on the Financial
Statements.
  In April
2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful
Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill
and Other Intangible Assets” (“FAS No. 142”).  FSP FAS 142-3 applies
to intangible assets that are acquired individually or with a group of assets
and intangible assets acquired in both business combinations and asset
acquisitions.  It removes a provision under FAS No. 142, requiring an
entity to consider whether a contractual renewal or extension clause can be
accomplished without substantial cost or material modifications of the existing
terms and conditions associated with the asset.  Instead, FSP FAS
142-3 requires that an entity consider its own experience in renewing similar
arrangements.  An entity would consider market participant assumptions
regarding renewal if no such relevant experience exists.   We
adopted SFAS No. 142-3 effective January 1, 2009. The adoption of FSP FAS 142-3
had no impact on the Financial Statements.
  In June
2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share
(“EPS”).   We adopted EITF 03-6-1 effective January 1, 2009. The
adoption of FSP EITF 03-6-1 did not have a material impact on the Financial
Statements.
  Recent Accounting
Pronouncements
  In
December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 requires
additional disclosures for plan assets of defined benefit pension or other
postretirement plans. The required disclosures include a description of our
investment policies and strategies, the fair value of each major category of
plan assets, the inputs and valuation techniques used to measure the fair value
of plan assets, the effect of fair value measurements using significant
unobservable inputs on changes in plan assets, and the significant
concentrations of risk within plan assets. FSP 132 (R)-1 does not change the
accounting treatment for postretirement benefits plans. FSP 132(R)-1 is
effective for us for fiscal year 2009.
  In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP
157-4 provides guidance on how to determine the fair value of assets and
liabilities when the volume and level of activity for the asset/liability has
significantly decreased. FSP 157-4 also provides guidance on identifying
circumstances that indicate a transaction is not orderly. In addition, FSP 157-4
requires disclosure in interim and annual periods of the inputs and valuation
techniques used to measure fair value and a discussion of changes in valuation
techniques. FSP 157-4 is effective for us beginning in the second quarter of
fiscal year 2009. The adoption of FSP 157-4 is not expected to have a
significant impact on our consolidated financial statements.
  In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP
115-2/124-2 amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2,
another-than-temporary impairment is triggered when there is an intent to sell
the security, it is more likely than not that the security will be required to
be sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the
presentation of an other-than-temporary impairment in the income statement for
those impairments involving
credit losses. The credit loss component will be recognized in earnings and the
remainder of the impairment will be recorded in other comprehensive income. FSP
115-2/124-2 is effective for us beginning in the second quarter of fiscal year
2009. Upon implementation at the beginning of the second quarter of 2009, FSP
115-2/124-2 is not expected to have a significant impact on our consolidated
financial statements.
  In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair
Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1
requires interim disclosures regarding the fair values of financial instruments
that are within the scope of FAS 107, “Disclosures about the Fair Value of
Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires disclosure of
the methods and significant assumptions used to estimate the fair value of
financial instruments on an interim basis as well as changes of the methods and
significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change
the accounting treatment for these financial instruments and is effective for us
beginning in the second quarter of fiscal year 2009.


14
 Table of Contents




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)




NOTE 3 - GOING
CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As reflected in the
accompanying consolidated financial statements, the Company has an accumulated
deficit of $13,621,893 and a working capital deficiency of $6,531,702 at March
31, 2009, a net loss of $229,895 and net cash used in operations of $39,255 for
the three months ended March 31, 2009, respectively.





While the
Company is attempting to produce sufficient revenues, the Company's cash
position may not be enough to support the Company's daily operations. Management
intends to raise additional funds by way of a public or private offering. 
Management believes that the actions presently being taken to further implement
its business plan and generate sufficient revenues provide the opportunity for
the Company to continue as a going concern.  While the Company believes in
the viability of its strategy to increase revenues and in its ability to raise
additional funds, there can be no assurances to that effect. The ability of the
Company to continue as a going concern is dependent upon the Company's ability
to further implement its business plan and generate sufficient revenues. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.





NOTE 4 - ACCOUNTS
RECEIVABLE





Accounts
receivable at March 31, 2009 and December 31, 2008 consisted of the
following:




March
      31
                          
                          
                          December
      312009
                          
                          
                          2008Accounts
      Receivable
                          
                          $
                          511,776
                          
                          
                          $
                          512,611Less:
      Allowance for doubtful accounts
                          
                          
                          (485,581
                          )
                          
                          
                          (486,373
                          )$
                          26,195
                          
                          
                          $
                          26,238




For the
three month period ended March 31, 2009 and 2008, the Company did not record any
bad debt expense.





NOTE 5 -
INVENTORIES





Inventories
at March 31, 2009 and December 31, 2008consisted of the
following:




March
      31
                      
                      
                      December
      312009
                      
                      
                      2008Raw
      Material
                      
                      $
                      121,077
                      
                      
                      $
                      114,208.00Work
      in process
                      
                      
                      243,910
                      
                      
                      
                      210,317Finished
      goods
                      
                      
                      530,603
                      
                      
                      
                      517,967895,590
                      
                      
                      
                      842,492Less:
      Inventory obsolescence
                      
                      
                      (731,708
                      )
                      
                      
                      (715,907
                      )$
                      163,882
                      
                      
                      $
                      126,585




15
 Table of Contents


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)





NOTE 6 -
RELATED PARTY TRANSACTIONS





Due to
and notes payable - related parties at March 31, 2009 and December 31, 2008
consisted of the following:




March
      31
                                                        
                                                        
                                                        December
      312009
                                                        
                                                        
                                                        2008Due
      to related parties (a)Guo,
      Wenxia
                                                        CEO;
      Stockholder; Stockholder of Daiying
                                                        
                                                        $
                                                        208,551
                                                        
                                                        
                                                        $
                                                        251,330Xian
      Jin Hao Tech
                                                        Stockholder;
      Stockholder of Daiying
                                                        
                                                        
                                                        584,952
                                                        
                                                        
                                                        
                                                        486,731Daiying
      Institute
                                                        The
      company controlled by Guo,Wenxia
                                                        
                                                        
                                                        1,264,046
                                                        
                                                        
                                                        
                                                        1,275,557Li,
      Zhuobin
                                                        Stockholder;
      Stockholder of Hua Yang
                                                        
                                                        
                                                        2,770
                                                        
                                                        
                                                        
                                                        2,774Chen,
      Aibin
                                                        Stockholder;
      Stockholder of Hua Yang
                                                        
                                                        
                                                        123,943
                                                        
                                                        
                                                        
                                                        124,145$
                                                        2,184,262
                                                        
                                                        
                                                        $
                                                        2,140,537Note
      payable- stockholder (b)Lu,
      Zhongyu
                                                        Prior
      Stockholder of Ze An
                                                        
                                                        $
                                                        161,144
                                                        
                                                        
                                                        $
                                                        198,051





The chief
executive officer and a stockholder advanced funds to the Company for its
working capital. These advances are unsecured, due on demand and non-interest
bearing.





Note
payable to a stockholder is unsecured, payable to a stockholder with interest at
6.3% per annum and due December 4, 2007.  The note is currently past
due.





On March
31, 2007, Xian Jin Hao Sci-Tech Investment Management Co., Ltd. (Xian Jin Hao),
a stockholder of the Company converted RMB7.73 million (equivalent to $1 million
at the date of conversion) to 10,000,000 shares of the Company’s common stock at
$0.10 per share, the closing price of the Company’s common stock on the date of
conversion





On
September 30, 2007, the Company and Xian Jin Hao, a stockholder of the Company
reached an agreement whereby the Company transferred certain property to Xian
Jin Hao, with the original cost of RMB3,030,707 and Xian Jin Hao assumed the
remaining mortgage of RMB1,087,250 and relieved debt of RMB1,943,457. Upon
transfer of the property, the related cost of RMB3,030,707 (equivalent to
$41,547 at December 31, 2007), accumulated depreciation of RMB447,032 ($61,283)
remaining mortgage of RMB1,087,250 ($149,049) and the payable to Jin Hao of
RMB1,943,457 ($266,424) were removed from the accounts with the excess value of
the payable and assumed mortgage over the net book value of the transferred
property being recorded as a contribution to capital.





Due to
related parties do not bear interest and have no definite terms of repayment.
For the three months ended, March 31, 2009, the Company imputed interest of
$30,034 based on a 5.5% interest rate which approximates the bank lending
rate.





NOTE 7 – LOAN PAYABLE





Loan
payable is collateralized by all of Hua Yang’s equipment, building and land use
right, payable to a financial institution, with interest at 6.696% per annum
payable monthly, with principal due May 27, 2007. The loan is currently past
due. The Company paid interest through May 20, 2007 and interest accrued through
March 31, 2009 was included in accrued interest.




16
 Table of Contents


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2009
 (Unaudited)




NOTE
8 – NOTE PAYABLE- BANK





Note
payable - bank is collateralized by all of Hua Yang’s equipment, building and
land use right, and is payable to a financial institution, with interest at
6.696% per annum payable monthly, with RMB5 million (equivalent $667,307) due
April 29, 2007 and RMB5 million ($667,308) due April 27, 2008. The note is
currently past due for the first principal payment due on April 29, 2007. The
Company paid interest through May 20, 2007 and interest accrued through March
31, 2009 was included in accrued interest





The
accrued interest for above Loan Payable and Current Maturities of Note Payable
was $341,325 and $304,998 as of March 31, 2009 and December 31, 2008,
respectively. Interest expense for the three months ended March 31, 2009 and
2008 was $36,809 and $35,150, respectively.





NOTE 9 - CONCENTRATIONS AND CREDIT
RISK





Credit
risk





Financial
instruments that potentially subject the Company to significant concentration of
credit risk consist primarily of cash and cash equivalents.  As of March
31, 2009, substantially all of the Company's cash and cash equivalents were held
by major financial institutions located in the PRC, none of which are insured.
However, the Company has not experienced losses on these accounts and management
believes that the Company is not exposed to significant risks on such
accounts.





NOTE
10 - FOREIGN OPERATIONS





(i)
Operations





Substantially
all of the Company's operations are carried out and all of its assets are
located in the PRC. Accordingly, the Company's business, financial condition and
results of operations may be influenced by the political, economic and legal
environments in the PRC. The Company's business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency fluctuation and remittances and methods of taxation, among
other things.





(ii) Dividends and
reserves





Under the
Corporation Law of the PRC, net income after taxation can only be distributed as
dividends after appropriation has been made for the following: (i) cumulative
prior years' losses, if any; (ii) allocations to the “Statutory Surplus Reserve”
of at least 10% of net income after tax, as determined under PRC accounting
rules and regulations, until the fund amounts to 50% of the Company's registered
capital; (iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company's “Statutory Common Welfare
Fund”, which is established for the purpose of providing employee facilities and
other collective benefits to employees in PRC; and (iv) allocations to any
discretionary surplus reserve, if approved by stockholders.





As of
March 31, 2009, the Company had no Statutory Surplus Reserve and the
Statutory Common Welfare Fund established and segregated in retained
earnings.




17
 Table of Contents





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





A.
            PRELIMINARY
      NOTE REGARDING FORWARD-LOOKING
STATEMENTS





The
following analysis of the Company's results of operations and financial
condition should be read in conjunction with the financial statements of
Worldwide Biotech & Pharmaceutical Company for the year ended December 31,
2008 and notes thereto contained in Report on Form 10-K of Worldwide
Biotech & Pharmaceutical Company as filed with the Securities and Exchange
Commission.





This
document contains certain forward-looking statements including, among others,
anticipated trends in our financial condition and results of operations and our
business strategy. These forward-looking statements are based largely on our
current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking statements.
Important factors to consider in evaluating such forward-looking statements
include (i) changes in external factors or in our internal budgeting process
which might impact trends in our results of operations; (ii) unanticipated
working capital or other cash requirements; (iii) changes in our business
strategy or an inability to execute our strategy due to unanticipated changes in
the industries in which we operate; and (iv) various competitive market factors
that may prevent us from competing successfully in the marketplace.




B.
            OVERVIEW
      OF BUSINESS





The
Company was incorporated in Delaware in 1961. On Dec. 16, 2004, through a
Reorganization Agreement, the Company reorganized with Yangling Daiying Biotech
& Pharmaceutical Group Co., Ltd. (“Daiying”), located at Yangling High-tech
Agricultural Demonstration Zone, P.R. China. The Company operates its business
mainly through its wholly-owned subsidiary, Daiying and its subsidiaries in P.R.
China. The Company focuses on research and development, manufacture and
distribution of in vitro diagnostics, human vaccine, biomedicines, traditional
Chinese medicines, synthetic medicines and medical devices with frontier
technologies and great potentials.





Summary
of research and development





As a
biotech-focused company, we have made significant progress on our HCV research
pipelines. We were able to successfully set up the in vitro intact HCV virus
culturing system which could continuously replicate the HCV virus in vitro and
we are the first entity in the world to break this bottleneck in the HCV
research field. Secondly, we have developed a new generation of HCV diagnostic
reagents which has been fully approved for production and free sales by SFDA in
China in 2006. We have also fully established a high-throughput anti-HCV
medicine screening system and started screening anti - HCV medicines. We expect
to get one or two new anti-HCV leads in the next two years if we can raise
enough capital funding for our research. We are actively developing HCV human
vaccine and by the end of year 2006, we have successfully created two
replication-deficient HCV strains which could induce high immune responses in
rabbit test subjects. We are now optimizing large-quantity purification methods
for replication-deficient HCV virus and setting up ideal animal models for
efficacy and safety studies of HCV human vaccine. Meanwhile, we will actively
seek new collaboration opportunities and promising research projects. The
progress on our research projects depend on our ability to raise enough funding
in the following year.





Corporate
Events and Accomplishments





Our
growth and development as a business enterprise has been marked by a number of
significant corporate events. Daiying acquired Hunan Hua Yang Pharmaceutical
Co., Ltd. (Hua Yang) and Hunan Ze An Pharmaceutical Co., Ltd. (Ze An) on January
19, 2006. On December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li,
minority shareholders of Ze An and Hua Yang, entered into a Consolidation and
Reorganization Agreement (“Consolidation”). Pursuant to the Consolidation Ze An
merged into Hua Yang with Hua Yang as a surviving entity. In addition, as part
of the Consolidation, Daiying acquired a 15% equity interest in Ze An for a note
payable to Mr. Zhongyu Lu, a former shareholder of Ze An, of RMB1,351,200
(equivalent to $172,954 at December 31, 2006). The note included the principal
of RMB1.2 million (equivalent to $153,600 at December 31, 2006) and accrued
interest of RMB151,200 (equivalent to $19,354 at December 31, 2006) based
on an interest rate of 6.3% per annum with both principal and interest due
December 4, 2007. The purpose of the Consolidation was to optimize capital
resources and to minimize operating expenses.





With the
completion of these reorganization transactions, the Company now owns two
manufacturing facilities: the research and development and manufacturing
headquarters of the Company, Daiying, is located at Yangling Hi-tech
Demonstration Zone, Shaanxi Province, PRC. Daiying purchased the right to use
35,940 square meters of land and constructed a 5,359 square meter fully equipped
manufacturing facility. Daiying owns six (6) traditional Chinese medicines and
HCV in vitro diagnostics which have National Drug Production Licenses from the
China State Food and Drug Administration (“SFDA”). Hua Yang purchased the right
to use 51,640 square meters of land with a GMP-compliant manufacturing facility
of 13,093 square meters. Hua Yang owns 29 medicines with National Drug
Production Licenses and six (6) functional foods with National Food Production
Licenses from the SFDA.




18
 Table of Contents





In
addition, the Company entered into a sole distribution agreement with
TARAMEDIC.CORPORATION.BHD (TARAMEDIC), a Malaysian company, to distribute its
Tara KLamp® Disposable Circumcision Device (“Tara KLamp”). TARAMEDIC owns
patents for Tara KLamp in both Malaysia and China. Tara KLamp has been
registered with the SFDA and sales began in 2006.





On March
28, 2007, Daiying, and Shaanxi Yangling Daiying Biotech Research Institute, a
research institute (“Institute”), entered into an Entrusting Agreement (the
“Entrusting Agreement”) with respect to the commercialization of an Emergency
Haemostatic Patch developed and patented in PRC by the Institute. Pursuant to
the Entrusting Agreement, Daiying agreed to register the Emergency Haemostatic
Patch (“Patch”) with the State Food and Drug Administration. All expenses
associated with the registration process incurred by Daiying would be paid by
the Institute. In addition, Daiying has been granted the right to purchase no
less than 20% of the equity of a new company that will be set up to market and
distribute the Patch on or before September 30, 2007, or purchase the equity
interest of the new company proportionally thereafter.





To
continue its research and development on HCV product development and facilitate
the transition from focusing on research and development to engaging in both
research and commercialization of new medical products the Company may have to
rely on its ability to raise additional capital during the next twelve months.
In the case that the Company does not meet its fundraising goal in the year
2009, the above research projects will be delayed and production might not meet
the market demand for the Company's new product.





The
following analysis shows the selected unaudited consolidated statement of
operations data of the Company for the three month period ended March 31, 2009
and March 31, 2008.





Results
of Operations for the three months ended March 31, 2009 compared to the three
months ended March 31, 2008





Revenues





For the
three months ended March 31, 2009, our revenues were $18,265 as
compared to $14,898 for the three months ended March 31, 2008, an increase of
$3,367. We attribute this increase in net revenues to the higher revenues
generated from  Shaanxi Daiying Medicine Distribution Co., Ltd., a
majority owned subsidiary.




Cost
of Sales and Gross Profit




For the
three months ended March 31, 2009, cost of sales amounted to $13,589 as
compared to cost of sales of $9,806 for the three months ended March 31, 2008.
We attribute this increase in cost of sales to more input of manufacturing
overheads. Gross profit for the three months ended March 31, 2009
was $4,676, as compared to $5,092 for the three months ended March 31,
2008.




Operating
Expenses





For the
three months ended March 31, 2009, total operating expenses were $77,290 as
compared to $165,868 for the three months ended March 31, 2008, a decrease of
$88,578, or approximately 53.4%.





Included
in this decrease was:





·
            Research
      and development costs of $0 as compared to $11,670, respectively, a
      decrease of $11,670.  With the progress of new projects
      completed, we have not invested any funds in additional
      projects.


·
            Professional
      fees of $270 as compared to $8,461, respectively, a decrease of $8,191. We
      attribute this decrease to lower legal and professional
    fees.


·
            Stock-based
      compensation expense was $0 for the three-month periods ended March 31,
      2009 and 2008.


·
            General
      and administrative expenses were $75,502 as compared to $128,987,
      respectively, a decrease of $53,485, or approximately
    41.5%.





For the
three months ended March 31, 2009, interest expense was $95,308 as compared to
$60,929 for the three months ended March 31, 2008. For the three months ended
March 31, 2009, other expenses were $157,281 as compared to $66,932 for the
three months ended March 31, 2008.  The increase in other expenses for
the period was mainly due to depreciation and production cost of idle
capacity.





As a
result of these factors, the Company reported a net loss of $(229,895) or $0.00
per share for the three months ended March 31, 2009, as compared to a net loss
of $(227,708) or $0.00 per share for the same period in 2008.




19
 Table of Contents





LIQUIDITY
AND CAPITAL RESOURCES




At March
31, 2009, we had cash and cash equivalents of $105,213.


Net cash
used in operating activities for the three months ended March 31, 2009 was
$39,255 as compared to $229,944 for the three months ended March 31, 2008.
For the three months ended March 31, 2009, we used cash to fund our loss of
$229,895; our inventories increased by $37,297; accounts payable increased
by $2,114, and received net cash on accounts receivable of $43, prepayments and
other current assets increased by $24,507, accrued liabilities and other payable
increased by $111,943,  offset by non-cash items such as
depreciation and amortization of $108,310 and imputed interest due to
related parties. For the three months ended March 31, 2008, we used cash to
fund our loss of $227,708 and to reductions of accounts receivable of
$11,643, our inventories decreased by $64,961, increases in prepayments and
other current assets of $55,833, accounts payable decreased
by $78,149, decreasing accrued expenses and other current liabilities
by $5,754, offset by non-cash items such as depreciation and amortization
of $60,896.
 
 Net cash
used in investing activities for the three months ended March 31, 2009 was
$21,510 as compared to net cash used in investing activities for the three
months ended March 31, 2008 of $14,413. For the three months ended March 31,
2009, we used cash of $21,510 for purchase of property and equipment. For the
three months ended March 31, 2008, we used cash for purchase of property and
equipment of $14,413.
 
 Net cash
provided by financing activities for the three months ended March 31, 2009 was
$10,618 as compared to net cash provided by financing activities for the three
months ended March 31, 2008 of $21,344. For the three months ended March 31,
2009, the Company received $47,188 from stockholders/officers. These were offset
by the repayment of note payable to a stockholder of $36,570. For the three
months ended March 31, 2008, the Company received net proceeds of $21,344 from
stockholders/officers.




The
Company has not generated sufficient cash flows from operations. If the Company
does not generate enough revenues from the sales of its products to meet the
cash needs, the Company will need other financing to continue to operate. As the
Company tries to increases sales from its products and services, the
Company expects to increase cash flows from operations.





The
Company currently has no material commitments for capital
expenditures.





We are
not aware of any known trends, events or uncertainties that have, or are
reasonably likely to have, material impact on the Company’s short-term or
long-term liquidity.  We have no source of liquidity from operations
at the present time. However, we might pursue increasing liquidity through the
registration of various shares of stock in a registration statement to be filed
with the Securities & Exchange Commission. We are in need of additional
funds to meet various anticipated capital expenditures which include research
and development for a drug-screening system for anti-HCV drugs and HCV vaccines,
production of products for release into the market, mergers of companies that
would align the Company’s business plans, and various funds to market our
technology and products to create interest in the market
place.





There are
a number of trends, ventures, and uncertainties that are reasonably expected to
have a material impact on the net revenues or income from operations. We will be
unable to pursue continued research, development, production, and marketing of
our product line in the event the Company is unable to raise sufficient funds to
meet these expenses. There is no assurance that we will be able to raise
sufficient funds to meet these goals.





Currently,
the Peoples Republic of China (“PRC”) is in a period of growth and is constantly
promoting business development in order to bring more business into China.
Additionally, a Chinese corporation can be owned by a United States corporation,
however, the laws and regulations of China are subject to change and in the
event said change occurs, it may affect the ability of Company to operate in the
Peoples Republic of China.





The
Company’s future success depends on the continued services of its executive
management currently in place. The loss of any of their services could be
detrimental to the Company and could have an adverse affect on business
development. Future success is also dependent upon the ability to identify,
hire, train, or retain other qualified employees. Competition for these
individuals is intense and increasing.




20
 Table of Contents





Efforts
to improve the Company’s financial results





The
Company has incurred losses since inception. Management has taken great efforts
to improve the Company’s results of operations and cash flows. The actions
included:





(a)
            Improve
      the capital conditions





We will
take several steps to improve the capital conditions including increasing our
bank loan and attracting new investment.





(b)
            Increase
      in marketing activities and sales





We will
begin to manufacture some drugs that we did not make before, which should
increase our sales and marketing activities. We will also initiate some policies
to stimulate our sales staff to increase their sales.





Off
Balance Sheet Arrangements





The
Company has no off balance sheet arrangements at March 31,
2009.





Recently
Issued Accounting Pronouncements




Recently
adopted accounting principles
 In
December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations
(“SFAS No. 141R”).  SFAS No. 141R is a revision to SFAS No. 141 and
includes substantial changes to the acquisition method used to account for
business combinations (formerly the “purchase accounting” method), including
broadening the definition of a business, as well as revisions to accounting
methods for contingent consideration and other contingencies related to the
acquired business, accounting for transaction costs, and accounting for
adjustments to provisional amounts recorded in connection with
acquisitions.  SFAS No. 141R retains the fundamental requirement of
SFAS No. 141 that the acquisition method of accounting be used for all business
combinations and for an acquirer to be identified for each business
combination.  SFAS No. 141R is applied prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  We adopted SFAS No. 141R effective January 1,
2009.  The adoption of SFAS No. 141R did not have a material impact on
our consolidated financial statements for the three months ended March 31, 2009
because we did not complete any business combinations in the first quarter of
2009.
  On
December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling interest in
Consolidated Financial Statements”.  SFAS No. 160 requires all
entities to report noncontrolling (minority) interests in subsidiaries as equity
in the consolidated financial statements.  The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements.  We adopted SFAS No. 160 effective
January 1, 2009.  The adoption of SFAS No. 160 did not have a material
impact on our consolidated financial statements for the three months ended March
31, 2009.
  In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”.  The new standard
is intended to improve financial reporting about derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity’s financial position, financial
performance, and cash flows.  We adopted SFAS No. 160 effective
January 1, 2009. The adoption of SFAS 161 had no impact on the Financial
Statements.
  In April
2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful
Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill
and Other Intangible Assets” (“FAS No. 142”).  FSP FAS 142-3 applies
to intangible assets that are acquired individually or with a group of assets
and intangible assets acquired in both business combinations and asset
acquisitions.  It removes a provision under FAS No. 142, requiring an
entity to consider whether a contractual renewal or extension clause can be
accomplished without substantial cost or material modifications of the existing
terms and conditions associated with the asset.  Instead, FSP FAS
142-3 requires that an entity consider its own experience in renewing similar
arrangements.  An entity would consider market participant assumptions
regarding renewal if no such relevant experience exists.   We
adopted SFAS No. 142-3 effective January 1, 2009. The adoption of FSP FAS 142-3
had no impact on the Financial Statements.
  In June
2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share
(“EPS”).   We adopted EITF 03-6-1 effective January 1, 2009. The
adoption of FSP EITF 03-6-1 did not have a material impact on the Financial
Statements.


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Recent Accounting
Pronouncements
  In
December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 requires
additional disclosures for plan assets of defined benefit pension or other
postretirement plans. The required disclosures include a description of our
investment policies and strategies, the fair value of each major category of
plan assets, the inputs and valuation techniques used to measure the fair value
of plan assets, the effect of fair value measurements using significant
unobservable inputs on changes in plan assets, and the significant
concentrations of risk within plan assets. FSP 132 (R)-1 does not change the
accounting treatment for postretirement benefits plans. FSP 132(R)-1 is
effective for us for fiscal year 2009.
  In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP
157-4 provides guidance on how to determine the fair value of assets and
liabilities when the volume and level of activity for the asset/liability has
significantly decreased. FSP 157-4 also provides guidance on identifying
circumstances that indicate a transaction is not orderly. In addition, FSP 157-4
requires disclosure in interim and annual periods of the inputs and valuation
techniques used to measure fair value and a discussion of changes in valuation
techniques. FSP 157-4 is effective for us beginning in the second quarter of
fiscal year 2009. The adoption of FSP 157-4 is not expected to have a
significant impact on our consolidated financial statements.
  In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP
115-2/124-2 amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2,
another-than-temporary impairment is triggered when there is an intent to sell
the security, it is more likely than not that the security will be required to
be sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the
presentation of an other-than-temporary impairment in the income statement for
those impairments involving
credit losses. The credit loss component will be recognized in earnings and the
remainder of the impairment will be recorded in other comprehensive income. FSP
115-2/124-2 is effective for us beginning in the second quarter of fiscal year
2009. Upon implementation at the beginning of the second quarter of 2009, FSP
115-2/124-2 is not expected to have a significant impact on our consolidated
financial statements.
  In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair
Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1
requires interim disclosures regarding the fair values of financial instruments
that are within the scope of FAS 107, “Disclosures about the Fair Value of
Financial Instruments.” Additionally,FSP 107-1/APB 28-1 requires disclosure of
the methods and significant assumptions used to estimate the fair value of
financial instruments on an interim basis as well as changes of the methods and
significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change
the accounting treatment for these financial instruments and is effective for us
beginning in the second quarter of fiscal year 2009.




Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.





Item
3. Quantitative and Qualitative Disclosures about MarketRisk





Credit
risk





Financial
instruments that potentially subject the Company to significant concentration of
credit risk consist primarily of cash and cash equivalents.  As of March
31, 2009, substantially all of the Company's cash and cash equivalents were held
by major financial institutions located in the PRC, none of which are insured.
However, the Company has not experienced losses on these accounts and management
believes that the Company is not exposed to significant risks on such
accounts.





Operations





Substantially
all of the Company's operations are carried out and all of its assets are
located in the PRC. Accordingly, the Company's business, financial condition and
results of operations may be influenced by the political, economic and legal
environments in the PRC. The Company's business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency fluctuation and remittances and methods of taxation, among
other things.





Item
4(A).  Controls and Procedures





The
Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and
reported within the specified time periods. The Company’s Chief Executive
Officer and its Chief Financial Officer (collectively, the “Certifying
Officers”) are responsible for maintaining disclosure controls and procedures
for the Company. The controls and procedures established by the Company are
designed to provide reasonable assurance that information required to be
disclosed by the issuer in the reports that it files or submits under the
Exchange Act are recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms.





As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of the Company’s disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that the Company’s disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the applicable rules and forms, and that it is
accumulated and communicated to our management, including the Certifying
Officers, as appropriate to allow timely decisions regarding required
disclosure.





Item
4(A)T.  Internal Control Over Financial Reporting





(a)       The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended). Management conducted an
evaluation of the effectiveness of the Company’s internal control over financial
reporting based on the criteria set forth in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management has concluded that the
Company’s internal control over financial reporting was effective as of March
31, 2009.





(b)       This
quarterly report does not include an attestation report of the company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management’s
report in this annual report.





(c)       
There were no changes in the Company's internal controls over financial
reporting, known to the chief executive officer or the chief financial officer
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.




22
 Table of Contents




PART II
 
 Item
1. Legal Proceedings
 
 None
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 None
 
 Item
3. Defaults upon Senior Securities
 
 None
 
 Item
4. Submission of Matters to a Vote of Security Holders
 
 None
 
 Item
5. Other Information
 
 None.
 
 Item
6. Exhibits




31.1
                                Certification of the Chief Executive Officer Pursuant to
      Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
      193431.2
                                Certification of the Chief Financial Officer Pursuant to
      Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
      193432.1
                                Certification of the Company's Chief Executive Officer
      Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
                                Certification of the Chief Financial Officer Pursuant to
      18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley
      Act of
2002




23
 Table of Contents




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.
    WORLDWIDE BIOTECH
      & PHARMACEUTICAL COMPANY(Registrant)May
      15, 2009
                    By:
                    /s/ Wenxia
    GuoWenxia
      GuoChief
      Executive Officer and Director(Principal
      Executive Officer)May
      15, 2009
                    By:
                    /s/
      Peiyi
    TianPeiyi
      TianChief
      Financial Officer, VP, Treasurer and Director(Principal
      Financial and Accounting Officer)May
      15, 2009
                    By:
                    /s/
      Huimin
      ZhangHumin
      ZhangDirector
  24