**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 ended September 30, 2005





[
      ]
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT





For
      the
      transition period from _______ to _______





**01-06914**


Commission
      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)


**4
      Fenghui South Road, Jie Zuo Mansion, 15** **th** **Floor, A10-11501,**


**Xi’an,
      Shaanxi, P.R. China, 710075**


(Address
      of principal executive offices)





**86-29-88193339**


(Issuer’s
      telephone number, including area code)





**N/A**


(Former
      name and former address, if changed since last report)








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 September 15, 2005, there were
      39,657,102 shares of the common stock issued and outstanding.


-1-
 *Table
          of Contents*





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY


(A
      Development Stage Company)


FORM
      10-QSB


QUARTERLY
      PERIOD ENDED SEPTEMBER 30, 2005





**INDEX**








**PART
                I.**
            **FINANCIAL
                INFORMATION**
            **Page
                No.**Item
                1.Financial
                Statements (unaudited)
            3Consolidated
                Balance Sheet
            3Consolidated
                Statements of Operations
            4Consolidated
                Statements of Changes in Stockholders’ Equity
            5Consolidated
                Statements of Cash Flows
            6Notes
                to Consolidated Financial
                Statements
            7Item
                2.Management’s
                Discussion and Analysis or Plan of Operation
            14Item
                3.Controls
                and Procedures
            20**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.Legal
                Proceedings
            20Item
                2.Unregistered
                Sales of Equity Securities and Use of Proceeds
            20Item
                3.Defaults
                Upon Senior Securities
            20Item
                4.Submission
                of Matters to a Vote of Security Holders
            20Item
                5.Other
                Information
            21Item
                6.Exhibits
            21Signatures
            21


-2-
 *Table
          of Contents*





**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements (unaudited)**





WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)QUARTERLY
                PERIOD ENDED SEPTEMBER 30, 2005(Unaudited)**ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            134,009Marketable
                securities
            
            
            256,694Prepayments
                and
                other current assets
            
            
            799,136Total
                Current Assets
            
            
            1,189,839PROPERTY
                AND EQUIPMENT - Net
            
            
            2,145,053OTHER
                ASSET:
            
            
            531,452Total
                Assets
            
            $
            3,866,344**LIABILITIES
                AND STOCKHOLDERS' EQUITY**CURRENT
                LIABILITIES:Loans
                payable
            
            $
            1,793,703Current
                portion of mortgages payable
            
            
            38,420Accounts
                payable
            
            
            710,110Due
                to
                related parties
            
            
            394,856Other
                current liabilities
            
            
            77,895Total
                Current Liabilities
            
            
            3,014,984MORTGAGES
                PAYABLE, less current portion
            
            
            235,781Total
                Liabilities
            
            
            3,250,765STOCKHOLDERS'
                EQUITY:Common
                stock ($.001 Par Value; 90,000,000 Shares Authorized;39,657,102 shares issued and outstanding)
            
            
            39,657Additional
                paid-in capital
            
            
            10,345,434Accumulated
                deficit
            
            
            (7,673,094
            )Less:
                Deferred compensation
            
            
            (1,722,500
            )Less:
                Accumulated other comprehensive loss
            
            
            (373,918
            )Total
                Stockholders' Equity
            
            
            615,579Total
                Liabilities and Stockholders' Equity
            
            $
            3,866,344


See
      notes
      to consolidated financial statements





-3-
 *Table
          of Contents*


WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF OPERATIONS(Unaudited)****
            ****
            ****
            ****
            ****
            **For
                the Period**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            **from
                November 26,**
            ********
            ****
            **For
                The Three Months Ended**
            ****
            **For
                The Nine Months Ended**
            ****
            **2001
                (inception) to**
            ********
            ****
            **September
                30,**
            ****
            **September
                30,**
            ****
            **September
                30,**
            ********
            ****
            **2005**
            ****
            **2004**
            ****
            **2005**
            ****
            **2004**
            ****
            **2005**NET
                REVENUES
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -OPERATING
                EXPENSES:Research
                and
                development
            
            
            15,950
            
            
            184,526
            
            
            69,343
            
            
            253,319
            
            
            709,203Professional
                fees
            
            
            71,985
            
            
            -
            
            
            139,453
            
            
            105,248
            
            
            796,148Stock-based
                compensation
            
            
            349,500
            
            
            -
            
            
            2,825,128
            
            
            -
            
            
            4,653,721General
                and administrative
            
            
            107,735
            
            
            39,112
            
            
            278,048
            
            
            172,195
            
            
            1,413,701Total
                Operating Expenses
            
            
            545,170
            
            
            223,638
            
            
            3,311,972
            
            
            530,762
            
            
            7,572,773LOSS
                FROM OPERATIONS
            
            
            (545,170
            )
            
            (223,638
            )
            
            (3,311,972
            )
            
            (530,762
            )
            
            (7,572,773
            )OTHER
                INCOME (EXPENSES):Interest
                income
            
            
            68
            
            
            -
            
            
            2,877
            
            
            -
            
            
            28,124Interest
                expense
            
            
            (42,562
            )
            
            (7,734
            )
            
            (109,265
            )
            
            (33,003
            )
            
            (335,504
            )Other
                income
            
            
            1,062
            
            
            -
            
            
            44,853
            
            
            -
            
            
            160,947Realized
                gain
                on sale of marketable securities
            
            
            -
            
            
            42
            
            
            -
            
            
            46,154
            
            
            46,112Total
                Other Expenses
            
            
            (41,432
            )
            
            (7,692
            )
            
            (61,535
            )
            
            13,151
            
            
            (100,321
            )NET
                LOSS
            
            $
            (586,602
            )
            $
            (231,330
            )
            $
            (3,373,507
            )
            $
            (517,611
            )
            $
            (7,673,094
            )NET
                LOSS PER COMMON SHARE - BASIC AND DILUTEDNet
                loss per common share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.09
            )
            $
            (0.02
            )
            $
            (0.22
            )Weighted
                Common
                Shares Outstanding - basic and diluted
            
            
            39,634,880
            
            
            33,600,000
            
            
            37,563,028
            
            
            33,600,000
            
            
            34,373,986





See
      notes
      to consolidated financial statements








-4-
 *Table
          of Contents*


WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND
                SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS' EQUITY
              (unaudited)For
                the Period Ended September 2005, for the Year Ended December 2004,
                2003,
                2002and
                the period from November 26, 2001 (inception)DeficitAccumulated
            
            AccumulatedCommon
                Stock, $.001 Par Value
            Additional
            during
                the
            
            Other
            TotalNumber
                of
            
            Paid-in
            Development
            Deferred
            Comprehensive
            Stockholders'Shares
            Amount
            Capital
            Stage
            Compensation
            Loss
            EquityBalance,
                December 31, 2001
            33,600,000
            $
                33,600
            $
                4,803,159
            $
                (1,403,291)
            $
                -
            $
                -
            $
                3,433,468Other
                comprehensive loss:Net
                loss
            
            
            -
            (429,666)
            
            
            (429,666)Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            
            
            (304)
            (304)
            (304)Total
                comprehensive loss
            -
            -
            -
            -
            -
            -
            (429,970)Balance,
                December 31, 2002
            33,600,000
            $
                33,600
            $
                4,803,159
            $
                (1,832,957)
            $
                -
            $
                (304)
            $
                3,003,498Other
                comprehensive loss:Net
                loss
            
            
            -
            (767,664)
            
            
            (767,664)Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            
            
            -
            (227,128)
            (227,128)Total
                comprehensive loss
            -
            -
            
            
            -
            -
            (994,792)Balance,
                December 31, 2003
            33,600,000
            33,600
            4,803,159
            (2,600,621)
            -
            (227,432)
            2,008,706Issuance
                of common stock pursuant to share exchange agreement
            1,057,102
            1,057
            (16,182)
            -
            -
            -
            (15,125)Issuance
                of common shares for services
            600,000
            600
            779,400
            -
            -
            -
            780,000Valuation
                of contingently issuable shares
            -
            -
            151,667
            -
            -
            -
            151,667Value
                attributable to grant of stock warrants
            -
            -
            84,162
            -
            -
            -
            84,162Other
                comprehensive loss:Net
                loss
            -
            -
            -
            (1,698,966)
            -
            -
            (1,698,966)Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            -
            -
            -
            -
            -
            (98,763)
            (98,763)Total
                comprehensive loss
            -
            -
            -
            -
            -
            -
            (1,797,729)Balance,
                December 31, 2004
            35,257,102
            35,257
            5,802,206
            (4,299,587)
            -
            (326,195)
            1,211,681Issuance
                of common shares for services
            3,000,000
            3,000
            2,217,000
            -
            (2,220,000)
            
            -Valuation
                of contingently shares issued for services
            1,400,000
            1,400
            1,526,933
            
            
            
            1,528,333Value
                attributable to grant of stock warrants
            -
            -
            799,295
            -
            -
            -
            799,295Amortization
                of deferred compensation
            
            
            
            
            497,500
            
            497,500Other
                comprehensive loss:Net
                loss
            
            
            
            (3,373,507)
            
            
            (3,373,507)Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            
            
            -
            (47,723)
            (47,723)Total
                comprehensive loss
            -
            -
            
            
            -
            -
            (3,421,230)Balance,
                September 30, 2005
            39,657,102
            $
                39,657
            $
                10,345,434
            $
                (7,673,094)
            $
                (1,722,500)
            $
                (373,918)
            $
                615,579





See
      notes
      to consolidated financial statements





-5-
 *Table
          of Contents*





WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND
                SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF CASH FLOWS
              (unaudited)Nine
                Months Ended
            
            The
                Period From November 26, 2001 (inception) toSeptember
                30,
            
            to
                September 30,2005
            
            2004
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            
            
            (3,373,507
            )
            
            (517,611
            )
            
            (7,673,094
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            52,795
            
            
            43,518
            
            
            190,060Stock-based
                compensation and consulting
            
            
            2,825,128
            
            
            -
            
            
            4,889,550Gain
                on sale of available-for-sale securities
            
            
            -
            
            
            (46,154
            )
            
            (46,154
            )Changes
                in assets and liabilities:Prepayments
                and other current assets
            
            
            (745,973
            )
            
            (156,401
            )
            
            (799,136
            )Other
                assets
            
            
            (4,099
            )
            
            (46,154
            )
            
            (4,099
            )Accounts
                payable
            
            
            175,175
            
            
            147,745
            
            
            710,110Other
                current liabilities
            
            
            61,550
            
            
            (57,684
            )
            
            62,770NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (1,008,931
            )
            
            (632,741
            )
            
            (2,669,993
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of available-for-sale securities
            
            
            -
            
            
            120,919
            
            
            120,919Investment
                in available-for-sale securities
            
            
            -
            
            
            -
            
            
            (725,514
            )Capital
                expenditures
            
            
            (292,190
            )
            
            (986,315
            )
            
            (2,343,532
            )NET
                CASH FLOWS USED IN INVESTING ACTIVITIES
            
            
            (292,190
            )
            
            (865,396
            )
            
            (2,948,127
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Capital
                contribution
            
            
            -
            
            
            -
            
            
            3,788,166Proceeds
                from related party advances
            
            
            394,856
            
            
            -
            
            
            394,856Proceeds
                from loans payable
            
            
            -
            
            
            -
            
            
            1,892,223Payments
                on loans payable
            
            
            (7,851
            )
            
            -
            
            
            (612,446
            )Proceeds
                from mortgages payable
            
            
            -
            
            
            1,357,957
            
            
            293,563Payments
                on mortgages payable
            
            
            (25,244
            )
            
            -
            
            
            (29,927
            )NET
                CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            361,761
            
            
            1,357,957
            
            
            5,726,435EFFECT
                OF EXCHANGE RATE CHANGES IN CASH AND CASH EQUIVALENTS
            
            
            25,694
            
            
            2,635
            
            
            25,694NET
                (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            (913,666
            )
            
            (137,545
            )
            
            134,009CASH
                AND CASH EQUIVALENTS - beginning of period
            
            
            1,047,675
            
            
            1,342,437
            
            
            -CASH
                AND CASH EQUIVALENTS - end of period
            
            
            134,009
            
            
            1,204,892
            
            
            134,009SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Cash
                paid for:Interest
            
            
            66,703
            
            
            33,746
            
            
            289,770Income
                taxes
            
            
            -
            
            
            -
            
            
            -Non-cash
                investing and financing activities:Acquisition
                of land rights for loan payable
            
            
            -
            
            
            -
            
            
            524,491


See
      notes
      to consolidated financial statements


-6-
 *Table
          of Contents*


**WORLDWIDE
      BIOTECH & PHARMACEUTICAL
      COMPANY**


(A
      Development Stage Company)


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS(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 (As Amended) 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 nine months ended
      September 30, 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 (a development stage company), (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.





On
      April
      20, 2004, as amended on September 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, HCV (Hepatitis C Viruses), medicines, vaccines and gene carriers.





-7-
 *Table
          of Contents*


**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 available-for-sale securities.
      Actual results could differ from those estimates.





**Development
      Stage Company**





Effective
      December 16, 2004 (date of reorganization with Yangling Daiying Biotech &
Pharmaceutical Group Co., Ltd), the Company is considered as a development
      stage
      company defined in SFAS No. 7. The Company’s development stage activities
      consist of the development of medical diagnostic kits. Sources of financing
      for
      these development stage activities have been primarily debt and equity
      financing. The Company has not yet established a source of revenue. The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. Continuing as a going concern is dependent upon
      successfully obtaining additional working capital through debt and equity
      financing.





**Available-for-sale
      securities**





Available-for-sale
      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 as of September 30, 2005. Marketable securities
      are classified as available for sale as of September 30, 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 loss in the Statements of Changes in
      Stockholders’ Equity. Realized gains and losses are determined by the difference
      between historical purchase price and gross proceeds received when the
      available-for-sale securities are sold.





**Net
      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.




**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.





-8-
 *Table
          of Contents*


**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.  To
      date, the Company has not recognized any revenue.





**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.


Until
      1994, the Renminbi experienced a gradual but significant devaluation against
      most major currencies, including the U.S. dollar, and there was a significant
      devaluation of the Renminbi on January 1, 1994 in connection with the
      replacement of the dual exchange rate system with a unified managed floating
      rate foreign exchange system. Since 1994, the value of the Renminbi relative
      to
      the U.S. Dollar has remained stable and has appreciated slightly against the
      U.S. dollar. Countries, including the United States, have argued that the
      Renminbi is artificially undervalued due to China's current monetary policies
      and have pressured China to allow the Renminbi to float freely in world markets.
      On July 21, 2005, the PRC reported that it would have its currency pegged to
      a
      basket of currencies rather than just tied to a fixed exchange rate to the
      dollar. It also increased the value of its currency 2% higher against the
      dollar, effective immediately. On September 30, 2005, the exchange rate for
      the
      Chinese Renminbi (RMB) was $1 US for 8.09 RMB.


If
      any
      devaluation of the Renminbi were to occur in the future, returns on our
      operations in China, which are expected to be in the form of Renminbi, will
      be
      negatively affected upon conversion to U.S. dollars. Although we attempt to
      have
      most future payments, mainly repayments of loans and capital contributions,
      denominated in U.S. dollars, if any increase in the value of the Renminbi were
      to occur in the future, our product sales in China and in other countries may
      be
      negatively affected.





**Concentration** **of** **Credit
      Risk**




The
      Company’s financial instruments consist primarily of cash, which is invested in
      money market accounts, available-for-sale 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-
 *Table
          of Contents*


**NOTE
      2 - 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 nine months ended September 30, 2005 and 2004,
      amortization expense amounted to $8,541 and $7,867, respectively.





**NOTE
      3 - 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 as of September
      30, 2005 was $394,856 .





**NOTE
      4 - 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. On
      April 4, 2005, the Company issued and released to this consultant all 1,400,000
      shares of common stock in order to settle and terminate the contract under
      the provision in the consulting agreement which is quoted as: “If a loan
      commitment is obtained with current rates and terms the company is obligated
      to
      take it but if refused by China Biotech the shares and warrants will be
      considered earned" .  Since
      these shares were earned over the term of the agreement and were subject to
      forfeiture, the Company has accounted for these under variable
      accounting.
      Accordingly, the Company records at fair value the unearned shares each period
      through the term of the agreement. For the nine months ended September 30,
      2005,
      the Company has recognized stock compensation and additional paid-in capital
      of
      $1,528,333,
      respectively.





On
      December 31, 2004, the Company granted 600,000 common shares to
      employees.





On
      May 2,
      2005, the Company granted 1,000,000 shares of common stock to consultants for
      business development and research & development services in connection with
      a consulting agreement between Inline (Far East) Limited and the Company .
      The
      Company valued these shares at the quoted trading price on the date of grant
      of
      $0.60 per common share or $600,000. In connection with these shares, for the
      nine months ended September 30, 2005, the Company recorded stock-based
      consulting expense of $120,000 and deferred consulting expense of $480,000,
      which will amortized over the service period.





On
      May 6,
      2005, the Company granted 1,000,000 shares of common stock to consultants for
      business development and marketing services in connection to a consulting
      agreement between Creative Idea Enterprise Limited and the Company. The Company
      valued these shares at the quoted trading price on the date of grant of $0.60
      per common share or $600,000. In connection with these shares, for the nine
      months ended September 30, 2005, the Company recorded stock-based consulting
      expense of $ 250,000 and
      deferred consulting expense of $ 350,000 ,
      which
      will amortized over the service period.





On
      July
      2, 2005, the Company granted 1,000,000 shares of common stock to a consultant
      for business development services in connection with a two-year consulting
      agreement between Guangdong Shengdewei Media Co. Ltd. and the
      Company .
      The
      Company valued these shares at the quoted trading price on the date of grant
      of
      $1.02 per common share or $1,020,000. In connection with these shares, for
      the
      nine months ended September 30, 2005, the Company recorded stock-based
      consulting expense of $ 127,500 and
      deferred consulting expense of $ 892,500 ,
      which
      will amortized over the service period.





-10-
 *Table
          of Contents*


Warrants





On
      December 14, 2004, in connection with a consulting agreement, the Company
      granted 3,000,000 warrants to purchase 3,000,000 shares of common stock as
      follows: 500,000 must be exercised at an exercise price of $0.75 per share
      with
      4 months of the effective date of the Registration Statement on Form SB-2,
      800,000 at $1.50 per share within 6 months of the same date, 900,000 at $2.50
      per share within 9 months of the same date, and 800,000 at $3.50 per share
      within 12 months of the same date. The fair value of this warrant grant was
      estimated on the date of grant using the Black-Scholes option-pricing model
      with
      the following weighted-average assumptions dividend yield of -0- percent;
      expected volatility of 112 percent; risk-free interest rate of 4.50 percent
      and
      an expected holding periods ranging from 4 months to one year.





Since
      these warrants are earned over the term of the agreement and are subject to
      forfeiture, the Company has accounted for these under variable accounting method
      pursuant to EITF 96-18 .
      Accordingly, the Company recorded at fair value the calculated value of the
      warrants earned at the end of each period until the warrants are earned. On
      April
      4, 2005, the Company settled with the consultant and the warrants were deemed
      earned. For
      the nine months ended September 30, 2005, the Company recognized additional
      stock compensation and additional paid in capital of $799,295 respectively.









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:
 **Weighted******
                ****
                ****
                **Average**
                ********
                ****
                ****
                **Exercise**
                ********
                **Shares**
                ****
                **Price**Outstanding
                    at December 31, 2004
                
                
                -
                
                $
                -Granted
                
                
                3,000,000
                
                
                2.21Exercised
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -Outstanding
                    at March 31,
                    2005
                
                
                3,000,000
                
                $
                2.21Warrants
                    exercisable at end of year
                
                
                -
                
                $
                -Weighted-average
                    fair value of warrantsgranted
                    during the Period
                
                
                2005$
                2.21
  The
          following information applies to all warrants outstanding at March 31,
          2005:
 -11-
 *Table
              of Contents*
  **Warrants
                    Outstanding**
                
                **Warrants
                    Exercisable****Weighted****Average**
                
                **Weighted**
                
                
                
                **Weighted****Remaining**
                
                **Average**
                
                
                
                **Average****Contractual**
                
                **Exercise**
                
                
                
                **Exercise****Range
                    of Exercise Prices**
                
                **Shares**
                
                **Life
                    (Years)**
                
                **Price**
                
                **Shares**
                
                **Price**$0.75
                
                
                500,000
                
                
                0.34
                
                $
                0.75
                
                
                0
                
                
                -$1.50
                
                
                800,000
                
                
                0.50
                
                $
                1.50
                
                
                0
                
                
                -$2.50
                
                
                900,000
                
                
                0.75
                
                $
                2.50
                
                
                0
                
                
                -$3.50
                
                
                800,000
                
                
                1.00
                
                $
                3.50
                
                
                0
                
                
                **-**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.





(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-
 *Table
          of Contents*


**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 (As Amended) 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. Prospective
      shareholders should understand that several factors govern whether any
      forward-looking statement contained herein will be or can be achieved. Any
      one
      of those factors could cause actual results to differ materially from those
      projected herein. Additionally, there are some special factors may result in
      risk only in pharmaceutical companies like us such as the result and schedule
      of
      the clinical trials performed by the third party, loyalty of patents or
      physicians to the existing medicines, the emergence of new and more effective
      medicines, government’s regulations and so on. These forward-looking statements
      include plans and objectives of management for future operations, including
      plans and objectives relating to the products and the future economic
      performance of the company. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions, future business decisions, and the time and money required
      to
      successfully complete development projects, all of which are difficult or
      impossible to predict accurately and many of which are beyond the control of
      the
      company. Although the Company believes that the assumptions underlying the
      forward - looking statements contained herein are reasonable, any of those
      assumptions could prove inaccurate and, therefore, there can be no assurance
      that the results contemplated in any of the forward - looking statements
      contained herein will be realized. Based on actual experience and business
      development, the company may alter its marketing, capital expenditure plans
      or
      other budgets, which may in turn affect the Company's results of operations.
      In
      light of the significant uncertainties inherent in the forward-looking
      statements included therein, the inclusion of any such statement should not
      be
      regarded as a representation by the Company or any other person that the
      objectives or plans of the company will be achieved.





**Overview**





The
      Company mainly operates its Chinese business through its subsidiary Yangling
      Daiying Biotech & Pharmaceutical Group Co., Ltd. (Yangling Daiying). The
      product range of our company covers Hepatitis C Virus (HCV) virus and antigen,
      diagnostic reagents and Over-The-Counter (OTC) medicines. With the strong
      government supports we currently enjoy in terms of tax policy, research funding
      and product commercialization, carrying the momentum of the breakthrough that
      we
      have made in the HCV cell culture system and technology platform together with
      the experiences that we have in the manufacturing and marketing of biological
      products we will further strengthen our leader’s position in the field of HCV
      diagnostics, anti-HCV drug screening system and human HCV vaccine
      development. No assurances can be given, however, that we will be
      successful in our endeavors.





**Plan
      of Operation**





We
      intend to continue our research on Hepatitis C virus (HCV), which includes,
      but
      not limited to, screening anti-HCV medicines by using our drug screening system
      based on our in vitro HCV cell culturing system, developing HCV human vaccines.
      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 ensure both recognition of our product and to create demand.
      We will continue to develop and refine our OTC medicines. The Company received
      SFDA (Chinese FDA) regulation approval for “Hu Gan Tablets”, the liver-care
      medicine, on June 20, 2005 - National Drug License Number is Z20054104. The
      Company also received SFDA regulation approval for “Yi Qing Granules”, the
      anti-inflammation medicine, on September 30, 2005 - National Drug License Number
      Z20054251. The Company also received SFDA regulation approval for “Ke Te Ling
      Capsules”, the anti-cold medicine, on September 9, 2005 - National Drug License
      Number Z2005S06555. The production and sales of these medicines has begun and
      is
      beginning to generate sales revenue.





-13-
 *Table
          of Contents*


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, we will be
      dependent upon our ability to raise additional capital during the next 12
      months. We will pursue capital raising either through conventional loan 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 $10,000,000 from the fourth quarter
      of year 2005 to the end of year 2006. 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 research project on Anti-HCV
      drug screening system, Human HCV vaccine development and Colloid-Gold rapid
      test
      product development. ****





Since
      inception, we have expended approximately $709,203 on research and product
      development, and $2,343,532 on plant and equipment. Based upon our current
      financial condition, we can satisfy our current cash requirements for seven
      months.





**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 and immunology research of HCV. 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 our 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. We will continue our research on attenuated
      live human vaccine for HCV. Our research team is also actively seeking new
      technologies and products through collaborations with other companies, research
      institutes and other organizations.





**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 December 31, 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. We review
      the carrying value of long-lived assets for impairment at least annually or
      whenever events or changes in circumstances indicate that the carrying amount
      of
      an asset may not be recoverable. Recoverability of long-lived assets is measured
      by comparison of its carrying amount to the undiscounted cash flows that the
      asset or asset group is expected to generate. If such assets are considered
      to
      be impaired, the impairment to be recognized is measured by the amount by which
      the carrying amount of the property, if any, exceeds its fair market value.





-14-
 *Table
          of Contents*


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 for the nine months ended September 30, 2005 compared to the
      nine
      months ended September 30, 2004**





Since
      we
      were formed in November 2001, we have not earned any revenues and have incurred
      a net loss since our inception of $ 7,673, 094 through
      September 30, 2005, including non-cash stock-based consulting expense of
      $ 4,653,721 from the
      issuance of common stock and granting stock warrants to
      consultants.




**Operating
      Expenses**




For
      the
      nine months ended September 30, 2005, total operating expenses were
      $ 3,311,972 as
      compared to $ 530,762 for the
      nine months ended September 30, 2004, an increase of $ 2,781,210 ,
      or
      approximately 524 %.
      Included in this increase was:




·
            For
                the nine months ended September 30, 2005, we incurred research and
                development expense of $69,343compared to $253,319for the nine months ended September 30, 2004, a decrease of $183,976or73%.
                The decrease was due to a decrease in amounts of materials consumed
                in our
                product development.


·
            For
                the nine months ended September 30, 2005, we incurred professional
                fees of
                $139,453as
                compared to $105,248for the nine months ended September 30, 2004, an increase of $34,205or32%.
                The increase was due to an increase in amounts paid to various consultants
                and professionals related to our legal and financial matters.


·
            Stock-based
                compensation expense increased to $2,825,128for the nine months ended September 30, 2005 from $0for the nine months ended September 30, 2004. The increase in stock-based
                compensation expense was attributable to the valuation of common
                stock and
                warrants under the variable accounting method for common stock and
                warrants and for the issuance of common stock granted to consultants
                for
                business development services rendered. As of September 30, 2005,
                we had
                deferred consulting expense of $1,722,500that
                will be amortized into operations in the future that will have a
                negative
                effect on our operations. We expect to incur similar stock-based
                compensation and consulting expense in the
                future.


·
            For
                the nine months ended September 30, 2005, general and administrative
                expenses were $278,048as
                compared to $172,195for the nine months ended September 30, 2004, an increase of $105,853,
                or approximately61%.
                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
      nine months ended September 30, 2005, interest expense was $ 109,265 as
      compared to $ 33,003 for the
      nine months ended September 30, 2004 and was related to an increase in
      borrowings.




For
      the
      nine months ended September 30, 2004, we recorded a gain on sale of
      available-for-sale securities of $ 46,154 as
      compared to $ 0 for the
      nine months ended September 30, 2005.




For
      the
      nine months ended September 30, 2005, we recorded other income of $ 44,853 as
      compared to $ 0 for the
      nine months ended September 30, 2004 due to the receipt of government subsidies.




As
      a
      result of these factors, we reported a net loss of $ 3,373,507 or
      $ 0.09 per
      share for the nine months ended September 30, 2005, as compared to a net loss
      of
      $ 517,611 or
      $ 0.02 per
      share for the nine months ended September 30, 2004.




-15-
 *Table
          of Contents*


**Results
      of Operations for the three months ended September 30, 2005 compared to the
      three months ended September 30, 2004**





Since
      we
      were formed in November 2001, we have not earned any revenues and have incurred
      a net loss since our inception of $ 7,673,094 through
      September 30, 2005, including non-cash stock-based consulting expense of
      $ 4,653,721 from the
      issuance of common stock and granting stock warrants to
      consultants.


For
      the
      three months ended September 30, 2005, total operating expenses were
      $ 545,170 as
      compared to $223,638 for the three months ended September 30, 2004, an increase
      of $ 321,532 ,
      or
      approximately 144 %.
      Included in this increase was:




·
            For
                the three months ended September 30, 2005, we incurred research and
                development expense of $15,950compared to $184,526for the three months ended September 30, 2004, a decrease of $168,576or91%.
                The decrease was due to a decrease in amounts of materials consumed
                in our
                product development.


·
              For
                  the three months ended September 30, 2005, we incurred professional
                  fees
                  of $71,985 as compared to $0 for the three months ended September
                  30,
                  2004. The increase was due to the provision of various consultancy
                  and
                  professional services related to our patents and related legal
                  matters.


·
            Stock-based
                compensation expense increased to $349,500for the three months ended September 30, 2005 from $0for the three months ended September 30, 2004. The increase in stock-based
                compensation expense was attributable to the valuation of common
                stock and
                warrants under the variable accounting method for common stock and
                warrants and for the issuance of common stock granted to consultants
                for
                business development services rendered. As of September 30, 2005,
                we had
                deferred consulting expense of $1,722,500that will be amortized into operations in the future that will have
                a
                negative effect on our operations. We expect to incur similar stock-based
                compensation and consulting expense in the
                future.


·
              For
                  the three months ended September 30, 2005, general and administrative
                  expenses were $107,735as
                  compared to $39,112for the three months ended September 30, 2004, an increase of
                  $68,623,
                  or approximately175%.
                  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 September 30, 2005, interest expense was $ 42,562 as
      compared to $ 7,734 for the
      three months ended September 30, 2004 and was related to an increase in
      borrowings.




For
      the
      three months ended September 30, 2005, we recorded other income of $ 1,062 as
      compared to $ 0 for the
      three months ended September 30, 2004 due to the receipt of government
      subsidies.




As
      a
      result of these factors, we reported a net loss of $ 586,602 or
      $ 0.01 per
      share for the three months ended September 30, 2005, as compared to a net loss
      of $ 231,330 or
      $ 0.01 per
      share for the three months ended September 30, 2004.




**LIQUIDITY
      AND CAPITAL RESOURCES**




As
      of
      September 30, 2005, we had cash and cash equivalents of $ 134,009 .




Net
      cash
      used in operating activities for the nine months ended September 30, 2005 was
      $1,008,931 as compared to net cash used in operating activities of $632,741
      for
      the nine months ended September 30, 2004.




Net
      cash
      used in investing activities for the nine months ended September 30, 2005 was
      $ 292,190 as
      compared to net cash used in investing activities for the nine months ended
      September 30, 2004 of $ 865,396 .
      For the
      nine months ended September 30, 2005, we used cash for capital expenditures
      of
      $ 292,190 .
      For the
      nine months ended September 30, 2004, we used cash for capital expenditures
      of
      $ 986,315 offset
      by cash provided from the sale of available-for-sale securities of $ 120,919 .




-16-
 *Table
          of Contents*


Net
      cash
      provided by financing activities for the nine months ended September 30, 2005
      was $ 361,761 as
      compared to net cash provided by financing activities for the nine months ended
      September 30, 2004 of $ 1,357,957 .
      For the
      nine months ended September 30, 2005, we received net proceeds of $ 394,856 from
      related party advances offset by the repayment of loans and mortgages payable
      of
      $ 33,095 .
      For the
      nine months ended September 30, 2004, we received net proceeds of $1,357,957
      from mortgages to acquire our land rights.




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 H C V
      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.




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 People’s 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 United States corporation,
      however, the laws and regulations of China are subject to change and in the
      event the said change occurs, it may affect the ability of Company to operate
      in
      the People’s Republic of China.




Our
      future success depends on the continued services of our executive management
      currently in place. The loss of any of their services could be detrimental
      to us
      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 as of 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.




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**Off
      Balance Sheet Arrangements**




The
      Company has no off-balance sheet arrangements for the nine months ended
      September 30, 2005.




**Impact
      of Recently Issued Accounting Pronouncements**





In
      December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
      an
      Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R
      requires companies to recognize in the statement of operations the grant- date
      fair value of stock options and other equity-based compensation issued to
      employees.  FAS No. 123R is effective beginning in the Company's second
      quarter of fiscal 2006.  We are in process of evaluating the impact of this pronouncement on our financial
      position.





**Item
      3. Controls and Procedures**





Our
      Chief
      Executive Officer and 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. 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.





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**PART
      II. OTHER INFORMATION**





**Item
      1. Legal Proceedings**





None





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





On
      July
      2, 2005, the Company granted 1,000,000 shares of common stock to a consultant
      for business development services in connection with a two-year consulting
      agreement between Guangdong Shengdewei Media Co. Ltd. and the
      Company .
      The
      Company valued these shares at the quoted trading price on the date of grant
      of
      $1.02 per common share or $1,020,000.





**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
            Certification
                of the Chief Executive Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of the Chief Financial Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
            Certification
                of Chief Financial Officer Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





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**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**





Date:
      Nov
      14, 2005     /s/
      Wenxia Guo


------------------------------------


Wenxia
      Guo


Chief
      Executive Officer, Director


(Principal
      Executive Officer)





Date:
      Nov
      14, 2005     /s/
      Peiyi
      Tian


-----------------------------------


Peiyi
      Tian


VP,
      Treasurer, CFO, Director


(Principal
      Financial and Accounting Officer)





Date:
      Nov
      14, 2005     /s/
      JianJun Liu


-----------------------------------


JianJun
      Liu, Director





Date:
      Nov
      14, 2005     /s/
      Huimin Zhang


-----------------------------------


Huimin
      Zhang, Director








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