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

# Form 10-QSB

[X]    
          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:  
          For the quarterly period March 31, 2005

[  ]     TRANSITION
REPORT UNDER SECTION 13 OR 15(d)          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from _______ to _______

01-06914Commission File Number

Worldwide Biotech
& Pharmaceutical Company (Name of small business
issuer in its charter)

|Delaware                                       | 59-0950777                          
|---------------------------------------------- | ------------------------------------
|(State or other jurisdiction of Incorporation) | (IRS Employer Identification Number)

|110 Sarasota Quay, Suite B, Sarasota, Florida 34236 | 941-365-2521               
|--------------------------------------------------- | ---------------------------
|(Address of principal executive offices)            | (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 [ ]

The number of shares outstanding of
each of the Issuers classes of common equity, as of the latest practicable date: As
of April 30, 2005, there were 35,257,102 shares of the common stock issued and
outstanding.

# PART I 
FINANCIAL INFORMATION

# Item 1. Financial
Statements

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                                          CONSOLIDATED BALANCE
SHEET March 31, 2005(Unaudited)

|                                                                     | 
|-------------------------------------------------------------------- | 
|                                                                     | 
|ASSETS                                                               | 
|CURRENT ASSETS:                                                      | 
|Cash and cash equivalents                                            | 
|Marketable securities                                                | 
|Prepayments and other current assets                                 | 
|                                                                     | 
|Total Current Assets                                                 | 
|                                                                     | 
|PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $122,982 | 
|                                                                     | 
|OTHER ASSET, net                                                     | 
|                                                                     | 
|Total Assets                                                         | 
|                                                                     | 
|LIABILITIES AND STOCKHOLDERS' EQUITY                                 | 
|CURRENT LIABILITIES:                                                 | 
|Loans payable                                                        | 
|Current portion of mortgages payable                                 | 
|Accounts payable                                                     | 
|Due to related parties                                               | 
|Other current liabilities                                            | 
|                                                                     | 
|Total Current Liabilities                                            | 
|                                                                     | 
|MORTGAGES PAYABLE, less current portion                              | 
|                                                                     | 
|STOCKHOLDERS' EQUITY:                                                | 
|Common stock ($.001 Par Value; 90,000,000 Shares Authorized;         | 
|35,257,102 shares issued and outstanding)                            | 
|Additional paid-in capital                                           | 
|Accumulated deficit                                                  | 
|Less: Deferred compensation                                          | 
|Less: Accumulated other comprehensive loss                           | 
|                                                                     | 
|Total Stockholders' Equity                                           | 
|                                                                     | 
|Total Liabilities and Stockholders' Equity                           | 
|                                                                     | 
|                                                                     | 

See
notes to consolidated financial statements

-3-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

|                                                       | For the Three Months Ended March 31, | 
|------------------------------------------------------ | ------------------------------------ | 
|
|NET REVENUES                                           |                                      | 
|                                                       |                                      | 
|                                                       |                                      | 
|OPERATING EXPENSES:                                    |                                      | 
|Research and development                               |                                      | 
|Professional fees                                      |                                      | 
|Stock-based compensation                               |                                      | 
|General and administrative                             |                                      | 
|                                                       |                                      | 
|Total Operating Expenses                               |                                      | 
|                                                       |                                      | 
|LOSS FROM OPERATIONS                                   |                                      | 
|                                                       |                                      | 
|OTHER INCOME (EXPENSES):                               |                                      | 
|Interest income                                        |                                      | 
|Interest expense                                       |                                      | 
|Realized gain on sale of marketable securities         |                                      | 
|                                                       |                                      | 
|Total Other Expenses                                   |                                      | 
|                                                       |                                      | 
|                                                       |                                      | 
|NET LOSS                                               |                                      | 
|                                                       |                                      | 
|                                                       |                                      | 
|NET LOSS PER COMMON SHARE - BASIC AND DILUTED:         |                                      | 
|Net loss per common share                              |                                      | 
|                                                       |                                      | 
|Weighted Common Shares Outstanding - basic and diluted |                                      | 
|                                                       |                                      | 

See
notes to consolidated financial statements

-4-

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

|                                                          | For the Three Months Ended March 31, | 
|--------------------------------------------------------- | ------------------------------------ | 
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                     |                                      | 
|Net Loss                                                  |                                      | 
|Adjustments to reconcile net loss to net cash used in     |                                      | 
|operating activities:                                     |                                      | 
|Depreciation and amortization                             |                                      | 
|Stock-based compensation                                  |                                      | 
|Gain on sale of marketable securities                     |                                      | 
|Changes in assets and liabilities:                        |                                      | 
|Prepayments and other current assets                      |                                      | 
|Accounts payable                                          |                                      | 
|Other current liabilities                                 |                                      | 
|                                                          |                                      | 
|NET CASH USED IN OPERATING ACTIVITIES                     |                                      | 
|                                                          |                                      | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                     |                                      | 
|Proceeds from sale of marketable securities               |                                      | 
|Capital expenditures                                      |                                      | 
|                                                          |                                      | 
|NET CASH FLOWS USED IN INVESTING ACTIVITIES               |                                      | 
|                                                          |                                      | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                     |                                      | 
|Proceeds from related party advances                      |                                      | 
|Payments on loans payable                                 |                                      | 
|Payments on mortgages payable                             |                                      | 
|                                                          |                                      | 
|NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES |                                      | 
|                                                          |                                      | 
|EFFECT OF EXCHANGE RATE CHANGES IN CASH                   |                                      | 
|                                                          |                                      | 
|                                                          |                                      | 
|NET DECREASE IN CASH AND CASH EQUIVALENTS                 |                                      | 
|CASH AND CASH EQUIVALENTS  - beginning of year            |                                      | 
|                                                          |                                      | 
|CASH AND CASH EQUIVALENTS - end of period                 |                                      | 
|                                                          |                                      | 
|                                                          |                                      | 
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:        |                                      | 
|Cash paid for:                                            |                                      | 
|Interest                                                  |                                      | 
|                                                          |                                      | 
|Income taxes                                              |                                      | 
|                                                          |                                      | 
|                                                          |                                      | 

See notes
to consolidated financial statements.

-5-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 1  BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

# Basis of Presentation

The accompanying unaudited
consolidated financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. Accordingly, the financial statements do not
include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included and such
adjustments are of a normal recurring nature. These consolidated financial statements
should be read in conjunction with the financial statements for the year ended December
31, 2004 and notes thereto contained in the Report on Form 10-KSB of Worldwide Biotech
& Pharmaceutical Company (our Company or the Company) as filed
with the Securities and Exchange Commission (the Commission). The results of
operations for the three months ended March 31, 2005 are not necessarily indicative of the
results for the full fiscal year ending December 31, 2005.

The consolidated financial statements
are prepared in accordance with generally accepted accounting principles in the United
States of America (US GAAP). The consolidated financial statements of the
Company include the Company and its subsidiaries. All material intercompany balances and
transactions have been eliminated.

# The Company

Worldwide Biotech &
Pharmaceuticals Company, formerly Sun City Industries, Inc., (the Company or
Worldwide) was incorporated in Delaware in 1961 as Sun City Dairy Products,
Inc., successor to a business founded in 1949. The Company operated as a holding company
for various wholly owned subsidiaries that were engaged primarily in the food service
marketing and distribution business.

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

-6-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

# The Company (continued)

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 the Companys common stock
for the acquisition of all of the outstanding capital stock of Yangling Daiying Biological
Engineering Co., Ltd. (Daiying), a company incorporated in November 2001 in
Shaanxi Province, China. For financial accounting purposes, the exchange of stock will be
treated as a recapitalization of Worldwide with the former shareholders of the Company
retaining 1,057,102 or approximately 5% of the outstanding stock.

Additionally, as part of the Merger,
the Company amended its Articles of Incorporation, whereby it has changed its name to
Worldwide Biotech & Pharmaceuticals Company. Further, the Companys prior
management resigned their respective positions with the Company and was replaced by
management of Daiying.

Daiying is a biotech company that
develops, manufactures, and markets diagnostic reagents, HV (Hepatitis C Viruses),
medicines, vaccines and gene carriers.

# Estimates

The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reporting amounts of revenues and expenses during the
reported period. Significant estimates in 2005 and 2004 include the estimated useful lives
of property and equipment and the valuation of marketable securities. Actual results could
differ from those estimates.

Marketable securities

Marketable securities consist of
investments in equity of publicly traded and non-public domestic companies and are stated
at market value based on the most recently traded price of these securities at March 31,
2005. All marketable securities are classified as available for sale at March 31, 2005.
Unrealized gains and losses, determined by the difference between historical purchase
price and the market value at each balance sheet date, are recorded as a component of
Accumulated Other Comprehensive Income in Stockholders Equity. Realized gains and
losses are determined by the difference between historical purchase price and gross
proceeds received when the marketable securities are sold.

-7-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 1  BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

# Net income (loss) per
share

Basic loss per share is computed by
dividing net loss by the weighted average number of shares of common stock outstanding
during each period. Diluted loss per share is computed by dividing net loss by the
weighted average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. Diluted loss per common
share is not presented because it is anti-dilutive due to the Companys net loss.
Basic and dilutive EPS does not include the effect of the 1,400,000 contingently
returnable shares (see Note 4 Stockholders Deficit) as they are not considered
outstanding for EPS purposes. At March 31, 2005, there were warrants to purchase 3,000,000
shares of common stock, which could potentially dilute future earnings per share.

# Stock-based compensation

The Company accounts for stock
options issued to employees in accordance with the provisions of Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. As such, compensation cost is measured on
the date of grant as the excess of the current market price of the underlying stock over
the exercise price. Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant. The Company adopted the disclosure provisions of SFAS
No. 123, Accounting for Stock-Based Compensation and SFAS 148,
Accounting for Stock-Based Compensation Transition and Disclosure, which
permits entities to provide pro forma net income (loss) and pro forma earnings (loss) per
share disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock options and stock
issued to non-employees for goods or services in accordance with the fair value method of
SFAS 123.

# Revenue recognition

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

-8-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 1  BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

# Foreign currency
translation

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

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

The reporting currency is the U.S.
dollar. The functional currency of the Companys Chinese subsidiary, Daiying, is the
local currency. The financial statements of the subsidiaries are translated into United
States dollars using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the period for revenues, costs, and expenses. Net gains and losses
resulting from foreign exchange transactions are included in the consolidated statements
of operations and were not material during the periods presented because the Chinese
dollar (RMB) fluctuates with the United States dollar. The cumulative translation
adjustment and effect of exchange rate changes on cash at March 31, 2005 and 2003 was not
material. As of March 31, 2005, the exchange rate for the Chinese Renminbi (RMB) was $1 US
for 8.28 RMB.

# Concentration of Credit
Risk

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

-9-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 3  OTHER ASSET

On May 15, 2002, the Company entered
into an agreement with the Chinese government, whereby the Company acquired for $556,085
the rights to use certain land until May 14, 2052. The Company is amortizing this land use
right over the contract period of 50 years. For the three months ended March 31, 2005 and
2004, amortization expense amounted to $2,932 and $466, respectively.

# NOTE 4  RELATED
PARTY TRANSACTIONS

Due to related party

The Chief Executive Officer and a
shareholder, from time to time, provided advances to the Company for operating expenses.
These advances are short-term in nature and non-interest bearing. The amount due to these
related parties at March 31, 2005 was $238,092.

# NOTE 5 
STOCKHOLDERS' EQUITY

Common stock

In 2004, in connection with a
consulting agreement, the Company issued into escrow 1,400,000 shares of the
Companys common stock, subject to the following restrictions and contingencies:
These common shares will be held in escrow to be released to the consultant upon
completion of a funding of $4 million within 4 months of the effective date of a
Registration Statement on Form SB-2 filed with the Securities and Exchange Commission.
Consultant shall not participate directly or indirectly in the distribution of securities
but instead will only introduce the Company to potential debt or equity funding sources.
If during the four month period the consultant does not complete the funding, all rights,
title and interest in such shares will be forfeited and the shares will be cancelled.
Since the measurement date is not determinable, the Company did not value these shares.
These shares will be valued on the measurement date determined upon release from escrow
and deemed earned.

-10-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 4 
STOCKHOLDERS EQUITY (continued)

Warrants

A summary of the status of the
Companys outstanding stock warrants granted for services as of March 31, 2005 and
changes during the period is as follows:

|                                        |  | Shares | Weighted
Average
Exercise
Price | 
|--------------------------------------- |  | ------ | ------------------------------- | 
|Outstanding at December 31, 2004        |  |        |                                 | 
|Granted                                 |  |        |                                 | 
|Exercised                               |  |        |                                 | 
|Forfeited                               |  |        |                                 | 
|                                        |  |        |                                 | 
|Outstanding at March 31, 2005           |  |        |                                 | 
|                                        |  |        |                                 | 
|Warrants exercisable at end of year     |  |        |                                 | 
|                                        |  |        |                                 | 
|Weighted-average fair value of warrants |  |       
|granted during the period               |  |        |                                 | 
|                                        |  |        |                                
|                                        |  |        |                                 | 

The following information applies to
all warrants outstanding at March 31, 2005:

|  |   | Warrants Outstanding | Warrants Exercisable |           | 
|- | - | -------------------- | -------------------- | --------- | 
|
|$ | 0 | .75                  |                      | 500,000   | 
|$ | 1 | .50                  |                      | 800,000   | 
|$ | 2 | .50                  |                      | 900,000   | 
|$ | 3 | .50                  |                      | 800,000   | 
|  |   |                      |                      |           | 
|  |   |                      |                      | 3,000,000 | 
|  |   |                      |                      |           | 

# NOTE 5  OPERATING
RISK

(a) Political risk

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

-11-

WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARYNOTES TO FINANCIAL
STATEMENTS MARCH 31, 2005 (UNAUDITED)

# NOTE 5  OPERATING
RISK (continued)

(b)     Key
          personnel risk

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

-12-

# Item 2.
Managements Discussion and Analysis or Plan of Operation

The following analysis of our 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, 2004 and notes thereto contained in Report on Form 10-KSB of Worldwide Biotech &
Pharmaceutical Company as filed with the Securities and Exchange Commission.

This report on Form 10-QSB contains
forward-looking statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those discussed in the forward-looking statements
and from historical results of operations. Among the risks and uncertainties which could
cause such a difference are those relating to our dependence upon certain key personnel,
our ability to manage our growth, our success in implementing the business strategy, our
success in arranging financing where required, and the risk of economic and market factors
affecting us or our customers. Many of such risk factors are beyond our control.

# Plan of Operation

We intend to become a supplier of HCV
virus for our internal needs and for sale to third parties, such as research institutions
and pharmaceutical companies. We intend to continue to develop and refine our ELISA kit
and Rapid Test products and produce those products for sale. We will need to pursue our
marketing plans to insure both recognition of our product and to create demand. We will
continue to develop, refine and pursue patents on our Traditional Chinese Medicine (TCM)
products. However, in order to facilitate the transition from a company focused on
research and development to a company that produces and sells its products and services
will be dependent upon our ability to raise additional capital during the next twelve
months. We will pursue capital raising either through conventional loans from various
financial institutions or through an offering of our shares after the filing of a
registration statement with the Securities and Exchange Commission. We anticipate that in
order to finance our business plans and accomplish our goals, we will need to raise
approximately $15,000,000 from the second quarter of year 2005 to the end of year 2006. We
expect to finish the filing of a registration statement with the Securities and Exchange
Commission by the end of the third quarter of 2005. The capital raise is intended to be
accomplished largely through conventional loans from Chinese banks with our current
property as the collateral before the registration statement is effective. We intend to
utilize these funds for production ($1.4 million for year 2005 and $2.44 million for year
2006), R & D ($0.3 million for year 2005 and $0.73 million for year 2006),
administration ($0.55 million for year 2005 and $1.77 million for year 2006), acquisitions
and mergers of various companies that will foster and promote our business objectives
($7.8 million for year 2006).At present, based upon our current cash position, it
is estimated that we can meet our expenses as they currently existfor the next 16
months if we are able to negotiate extensions of certain outstanding loans. There are two
loans currently outstanding that will be due this year, $604,040 due on May 28, 2005 and
$1,207,554 due in July 2005. We anticipate that we will be able to negotiate a one-year
extension on each of these loans, but this has not yet been accomplished. We expect that
our expenses for current operations will be similar to that of last year where we spent
$684,149. Accordingly, based upon current operations, we can sustain ourselves for a
little over 7 months.

For the last two years through
December 31, 2004 and through March 31, 2005, we have expended approximately $375,000 on
research and product development, and $2,023,155 on plant and equipment. Based upon our
current financial condition, we can satisfy our current cash requirements for 7 months.

Additionally, the Company is in
negotiations with two companies for a potential acquisition.

-13-

Item 2.  Management's
Discussion and Analysis or Plan of Operation (continued)

# Summary of Product
Research

During this period of time, we will continue
product research and development including optimizing the cell culture system to provide
HCV particles to facilitate biology, pathology and immunology research through sales to
non-competitive research organizations focused on products non-core to the companies
business models and/or license or sell to others for small molecule drug discovery and
complex-epitope diagnostics. We plan to develop our next generation diagnostic kit with
superior sensitivity and specificity using confrontational epitopes of the Companys
antigen and corresponding specific antibodies, optimize its in-vitro drug screening, start
screening some known anti-viral medicine, compound libraries, peptide libraries and
extracts of TCM for discovering specific anti-HCV drugs and develop vaccine for HCV based
on the Companys intact HCV virus.

# No Expected Equipment
Purchase or Change in Number of Employees

We expect if we are able to raise
additional funds, we will purchase additional equipment, otherwise, we will not. Further,
we do not expect any significant change in the number of employees unless we accomplish a
merger with another company.

# Critical Accounting
Policies

A summary of significant accounting
policies is included in Note 1 to the audited financial statements included Form 10-KSB as
filed with the Securities and Exchange Commission for the year ended June 30, 2004.
Management believes that the application of these policies on a consistent basis enables
us to provide useful and reliable financial information about the companys operating
results and financial condition.

The discussion and analysis of our
financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these consolidated financial statements
requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.

We record property and equipment at
cost. Depreciation and amortization are provided using the straight-line method over the
estimated economic lives of the assets, which are from five to ten years. Expenditures for
major renewals and betterments that extend the useful lives of property and equipment are
capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

-14-

Item 2.  Management's
Discussion and Analysis or Plan of Operation (continued)

We account for stock options issued
to employees in accordance with the provisions of Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations. As such, compensation cost is measured on the date of grant
as the excess of the current market price of the underlying stock over the exercise price.
Such compensation amounts, if any, are amortized over the respective vesting periods of
the option grant. We adopted the disclosure provisions of SFAS No. 123, Accounting
for Stock-Based Compensation and SFAS 148, Accounting for Stock-Based
Compensation -Transition and Disclosure, which permits entities to provide pro forma
net income (loss) and pro forma earnings (loss) per share disclosures for employee stock
option grants as if the fair-valued based method defined in SFAS No. 123 had been applied.
We account for stock options and stock issued to non-employees for goods or services in
accordance with the fair value method of SFAS 123.

# Results of Operations

Three months ended March 31, 2005
compared to three months ended March 31, 2004

Since the Company was formed in
November 2001, it has not earned any revenues and has incurred a net loss since its
inception of $4,769,926 through March 31, 2005.

Operating Expenses

For the three months ended March 31,
2005, total operating expenses were $661,946 as compared to $123,404 for the three months
ended March 31, 2004, an increase of $538,542, or approximately 436%.

Included in this increase was:

| |  | For
the three months ended March 31, 2005, we incurred research and development expense of
$55,075 compared to $25,763 for the three months ended March 31, 2004, an increase of
$29,312 or 114%. The increase was due to an increase in amounts of materials consumed in
our product development.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | For
the three months ended March 31, 2005, we incurred professional fees of $28,861 as
compared to $44,776 for the three months ended March 31, 2004, a decrease of $15,915 or
35.5%. The decrease was due to a decrease in amounts paid to various consultants and
professionals related to our patents and related legal matters.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Stock-based
compensation expense increased to $504,973 for the three months ended March 31, 2005 from
$0 for the three months ended March 31, 2004. The increase in stock-based compensation
expense was attributable to the amortization of deferred compensation related to
previously granted stock warrants.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | For
the three months ended March 31, 2005, general and administrative expenses were $73,037
as compared to $52,865 for the three months ended March 31, 2004, an increase of $20,172,
or approximately 38%. In the 2005 period, we incurred additional marketing fees,
travel-related expenses and other administrative expenses due to the continued
implementation of our business plan.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the three months ended March 31,
2005, interest expense was $47,031 as compared to $8,375 for the three months ended March
31, 2004 and was related to an increase in borrowings.

-15-

Item 2.  Management's
Discussion and Analysis or Plan of Operation (continued)

For the three months ended March 31,
2004, we recorded a gain on sale of marketable securities of $46,112 as compared to $0 for
the three months ended March 31, 2004.

As a result of these factors, we
reported a net loss of $706,168 or $.02 per share for the three months ended March 31,
2005, as compared to a net loss of $85,667 or $.00 per share for the three months ended
March 31, 2004.

# LIQUIDITY AND CAPITAL
RESOURCES

At March 31, 2005, we had cash and
cash equivalents of $766,635.

Net cash used in operating activities
for the three months ended March 31, 2005 was $240,709 as compared to net cash used in
operating activities of $134,870 for the three months ended March 31, 2004. For the three
months ended March 31, 2005, we used cash to fund our loss of $706,168 and to fund
prepayments and other current assets of $166,281 offset by non-cash items such as
depreciation and amortization of $17,396 and stock-based compensation of $504,973,
increases in accounts payable of $74,623 and increases in other current liabilities of
$34,748. For the three months ended March 31, 2004, we used cash to fund our loss of
$85,667, to fund prepayments and other current assets of $26,953, to repay accounts
payable of $448 and had a gain on the sale of marketable securities of $46,154 offset by a
non-cash item of depreciation and amortization of $12,516, and increases in other current
liabilities of $11,836.

Net cash used in investing activities
for the three months ended March 31, 2005 was $264,661 as compared to net cash used in
investing activities for the three months ended March 31, 2004 of $281,863. For the three
months ended March 31, 2005, we used cash for capital expenditures of $264,661. For the
three months ended March 31, 2004, we used cash for capital expenditures of $402,782
offset by cash provided from the sale of marketable securities of $120,919. Net cash
provided by financing activities for the three months ended March 31, 2005 was $224,591 as
compared to net cash used in financing activities for the three months ended March 31,
2004 of $555. For the three months ended March 31, 2005, we received net proceeds of
$238,092 from related party advances offset by the repayment of loans and mortgages
payable of $13,501.

We currently have no material
commitments for capital expenditures.

We are not aware of any known trends,
events or uncertainties that have, or reasonably likely to have material impact on this
short-term or long-term liquidity. We have no internal source of liquidity at the present
time and do not generate revenue from sales, however, we intend to pursue internal sources
of liquidity as explained above, through registration of various shares of stock on a
registration statement to be filed with the Securities & Exchange Commission, or
through traditional means of obtaining funds through various financial institutions. We
are in need of additional funds to meet various anticipated capital expenditures which
include research and development for drug-screening system for anti-HCV drugs and HBV
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. We will need to raise funds either
through traditional sources of financing or through the sale of stock to meet these
commitments.

-16-

Item 2.  Management's
Discussion and Analysis or Plan of Operation (continued)

There are a number of trends,
ventures, and uncertainties that are reasonably expected to have material impact on the
net sales, revenues or income for continued operations. Presently, we have no income from
operations. We will be unable to pursue continued research, development, production, and
marketing of our product line in the event it 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. Further, we are subject to government regulation with regard to
obtaining SFDA (Chinese FDA) approval for the new products, which at the present has not
been accomplished. There may be delays in obtaining approval from the SFDA which would
prevent us from production and/or marketing of these products. Further, we are not
protected in all of its intellectual property rights and failure to do so, may allow
others to infringe upon the patent.

Currently, the Peoples Republic of
China 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 on the ability to
identify, hire, train, or retain other qualified employees. Competition for these
individuals is intense and increasing.

# Going Concern

The report from of our independent
registered public accounting firm on our audited financial statements at December 31, 2004
contains an explanatory paragraph regarding doubt as to our ability to continue as a going
concern. While a significant portion of our net loss for fiscal 2004 is non-cash, we do
not presently generate sufficient revenue to fund our operations. The Companys
limited financial resources have prevented it from aggressively advertising or developing
its product to achieve consumer recognition. In order to sustain our current operations
and satisfy our current obligations, as well as to obtain sales of our products and
services we will require funds for working capital. The consolidated financial statements
do not include any adjustments that might be necessary if the Company is unable to
continue as a going concern. Management believes that the actions presently being taken to
further implement its business plan and generate revenues provide the opportunity for the
Company to continue as a going concern.

# Off Balance Sheet
Arrangements

The Company has no off balance sheet
arrangements for the period ending March 31, 2005.

-17-

Item 2.  Management's
Discussion and Analysis or Plan of Operation (continued)

# Impact of Recently
Issued Accounting Pronouncements

In November 2004, Financial
Accounting Standards Board issued statement of Financial Accounting Standard No. 151,
Inventory Costs. The new statement amends Accounting Research Bulletin No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material. This statement
requires that those items be recognized as current-period charges and requires that
allocation of fixed production overheads to the cost of conversion be based on the normal
capacity of the production facilities. This statement is effective for fiscal years
beginning after June 15, 2005. We do not expect adoption of this statement to have a
material impact on our financial condition or results of operations.

In December 2004, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment. This statement replaces FASB Statement
No. 123 and supersedes APB Opinion No. 25. Statement No. 123(R) will require the fair
value of all stock option awards issued to employees to be recorded as an expense over the
related vesting period. The statement also requires the recognition of compensation
expense for the fair value of any unvested stock option awards outstanding at the date of
adoption. We do not expect the adoption of this statement to have a material impact on our
financial condition or results of operations. Item 3. Controls and Procedures

Our Chief Executive Officer and
Acting Chief Financial Officer (collectively, the Certifying Officers) are
responsible for establishing and maintaining disclosure controls and procedures for us.
Based upon such officers evaluation of these controls and procedures as of a date as
of the end of the period covered by this Quarterly Report, and subject to the limitations
noted hereinafter, the Certifying Officers have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by us in this
Quarterly Report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.

The Certifying Officers have also
indicated that there were no significant changes in our internal controls or other factors
that could significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including each of the
Certifying Officers, does not expect that our disclosure controls or our internal controls
will prevent all error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and
that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people
or by management override of the control. The design of any systems of controls also is
based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of these inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

-18-

# 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

The exhibits included in this report
are indicated below.

|Exhibit No. | Description of Exhibit
|----------- | ----------------------

|31.1 | Rule
13a - 14(a)/15d-14(a) Certification of the Chief Executive Officer
|---- | -----------------------------------------------------------------------

|31.2 | Rule
13a - 14(a)/15d-14(a) Certification of the Chief Financial Officer
|---- | -----------------------------------------------------------------------

|32.1 | Section
1350 certification
|---- | --------------------------

|32.2 | Section
1350 certification
|---- | --------------------------

-19-

# 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.

|                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 16, 2005 
                   
                   
                   
Date:  May 16, 2005
                   
                   
                   
Date: May 16, 2005 
                   
Date: May 16, 2005 | Worldwide Biotech & Pharmaceutical Company
 /s/ Wenxia Guo                              
 Wenxia Guo
 Chief Executive Officer, Director
(Principal Executive Officer)
 /s/ Peiyi Tian                              
 Peiyi Tian
 VP, Treasurer, CFO, Director
 (Principal Financial and Accounting Officer)
 /s/ JianJun Liu                             
 JianJun Liu, Director
 /s/ Huimin Zhang                            
 Huimin Zhang, Director