**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, 2007**








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




For
      the
      transition period from______ to _______






**01-06914**


Commission
      File Number








**Worldwide
      Biotech & Pharmaceutical Company**


(Name
      of
      small business issuer in its charter)








**Delaware**


(State
      or
      other jurisdiction of Incorporation)








**59-0950777**


(IRS
      Employer Identification Number)






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


**Jie
      Zuo Mansion, Xi'an, Shaanxi**


**P.R.
      China 710075**


(Address
      of principal executive offices)








**86-29-88193339**


(Issuer's
      telephone number)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


**Yes****x**      No
      o




The
      number of shares outstanding of each of the Issuer's classes of common equity,
      as of the latest practicable date: As of August 17, there were 53,915,653 shares
      of the common stock issued and outstanding.




Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Securities Exchange Act of 1934) (check one):


Yes
o**No****x**




Transitional
      Small Business Disclosure Format (check one):


Yes
o**No****x**


*Table
          of Contents*




**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**




**WORLDWIDE
      BIOTECH AND PHARMACEUTICAL
      COMPANY**





**TABLE
      OF CONTENTS**


SEPTEMBER 30,
      2007






**Page****PART
                I. FINANCIAL INFORMATION****Item
                1. Financial Information (Unaudited):**
            2Consolidated Balance Sheet at September 30, 2007
            3Consolidated Statements of Operations and Comprehensive Loss
              for the Three and Nine Months Ended September 30, 2007 and
                2006
            4Consolidated Statements of Cash Flows for the Nine Months Ended September
                30, 2007 and 2006
            5Notes to the Consolidated Financial Statements
            6
–
                9**Item
                2. Management’s Discussion and Analysis or Plan of
                Operation**
            10**Item
                3.****Controls and Procedures**
            14**PART
                II.****OTHER INFORMATION****(Items
                1-6)**
            15Signatures
            16









-
            2
            -
 *Table
            of Contents*


**WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 CONSOLIDATED
        BALANCE SHEET
 September
        30, 2007
 (Unaudited)
 
 **ASSETS**CURRENT
                  ASSETS:Cash
              
              
              
              
              $
              159,344Accounts
                  receivable, net of allowance for doubtful accounts of
              
              $
              236,515
              
              
              
              146,377Inventories
              
              
              
              
              
              
              342,129Prepayments
                  and other current assets
              
              
              
              
              
              
              146,406Total
                  Current Assets
              
              
              
              
              
              
              794,256PROPERTY,
                  PLANT AND EQUIPMENT - Net
              
              
              
              
              
              
              5,062,294LICENSES,
                  net
              
              
              
              
              
              
              23,177LAND
                  USE RIGHTS, net
              
              
              
              
              
              
              685,765Total
                  Assets
              
              
              
              
              
              $
              6,565,492**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**CURRENT
                  LIABILITIES:Loan
                  payable
              
              
              
              
              
              $
              640,615Note
                  payable
              
              
              
              
              
              
              180,333Current
                  maturities of mortgages payable
              
              
              
              
              
              
              2,254Note
                  payable - bank
              
              
              
              
              
              
              1,334,615Accounts
                  payable
              
              
              
              
              
              
              349,484Due
                  to related parties
              
              
              
              
              
              
              2,953,930Other
                  current liabilities
              
              
              
              
              
              
              563,501Total
                  Current Liabilities
              
              
              
              
              
              
              6,024,732MORTGAGES  PAYABLE,
                  net of current maturities
              
              
              
              
              
              
              39,915MINORITY
                  INTEREST
              
              
              
              
              
              
              273,792Total
                  Liabilities
              
              
              
              
              
              
              6,338,439STOCKHOLDERS'
                  EQUITY:Common
                  stock $.001 par value; 90,000,000 shares authorized;
                53,915,653 shares issued and outstanding
              
              
              
              
              
              
              53,916Additional
                  paid-in capital
              
              
              
              
              
              
              12,379,820Accumulated
                  deficit
              
              
              
              
              
              
              (12,232,836
              )Accumulated
                  other comprehensive loss:Foreign
                  currency translation gain
              
              
              
              
              
              
              26,153Total
                  Stockholders' Equity
              
              
              
              
              
              
              227,053Total
                  Liabilities and Stockholders' Equity
              
              
              
              
              
              $
              6,565,492
 
  **See
        accompanying notes to the consolidated financial
        statements.**
 
  -
            3
            -
 *Table
            of Contents*
  **WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 CONSOLIDATED
        STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 (Unaudited)
 
 For
                  The Three Months Ended
              
              
              For
                  the Nine Months EndedSeptember
                  30,
              
              
              September
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006NET
                  REVENUES
              
              $
              39,936
              
              
              $
              126,428
              
              
              $
              183,477
              
              
              $
              329,061COST
                  OF GOODS SOLD
              
              
              32,392
              
              
              
              118,392
              
              
              
              155,538
              
              
              
              302,483GROSS
                  PROFIT
              
              
              7,544
              
              
              
              8,036
              
              
              
              27,939
              
              
              
              26,578OPERATING
                  EXPENSES:Selling
                  expenses
              
              
              3,359
              
              
              
              7,276
              
              
              
              18,024
              
              
              
              54,140Research
                  and development
              
              
              10,467
              
              
              
              3,680
              
              
              
              58,942
              
              
              
              33,008Professional
                  fees
              
              
              10,775
              
              
              
              43,629
              
              
              
              14,868
              
              
              
              145,378Stock-based
                  compensation
              
              
              -
              
              
              
              199,500
              
              
              
              585,000
              
              
              
              798,500General
                  and administrative
              
              
              117,604
              
              
              
              171,481
              
              
              
              435,702
              
              
              
              533,175Total
                  Operating Expenses
              
              
              142,205
              
              
              
              425,566
              
              
              
              1,112,536
              
              
              
              1,564,201LOSS
                  FROM OPERATIONS
              
              
              (134,661
              )
              
              
              (417,530
              )
              
              
              (1,084,597
              )
              
              
              (1,537,623
              )OTHER
                  INCOME (EXPENSE):Interest
                  income
              
              
              456
              
              
              
              50
              
              
              
              456
              
              
              
              167Interest
                  expense
              
              
              (51,269
              )
              
              
              (58,883
              )
              
              
              (142,859
              )
              
              
              (200,801
              )Other
                  income (expense)
              
              
              (17,611
              )
              
              
              (2,889
              )
              
              
              (17,611
              )
              
              
              (3,672
              )Government
                  grants
              
              
              285,218
              
              
              
              13
              
              
              
              285,218
              
              
              
              15,468Realized
                  gain on sale of marketable securities
              
              
              13
              
              
              
              -
              
              
              
              23,057
              
              
              
              18,001Total
                  Other Income (Expenses)
              
              
              216,807
              
              
              
              (61,709
              )
              
              
              148,261
              
              
              
              (170,837
              )INCOME
                  (LOSS) BEFORE MINORITY INTEREST
              
              
              82,146
              
              
              
              (479,239
              )
              
              
              (936,336
              )
              
              
              (1,708,460
              )MINORITY
                  INTEREST
              
              
              (64,953
              )
              
              
              (45,530
              )
              
              
              (118,925
              )
              
              
              (181,372
              )NET
                  INCOME (LOSS)
              
              
              147,099
              
              
              
              (433,709
              )
              
              
              (817,411
              )
              
              
              (1,527,088
              )OTHER
                  COMPREHENSIVE INCOME (LOSS)Change
                  in unrealized gain on marketable securities
              
              
              -
              
              
              
              (59,826
              )
              
              
              32,793
              
              
              
              217,593Foreign
                  currency translation gain (loss)
              
              
              9,194
              
              
              
              10,573
              
              
              
              (12,038
              )
              
              
              25,008COMPREHENSIVE
                  INCOME (LOSS)
              
              $
              156,293
              
              
              $
              (482,962
              )
              
              $
              (796,656
              )
              
              $
              (1,284,487
              )NET
                  INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED:Net
                  income (loss) per common share - Basic and diluted
              
              $
              0.00
              
              
              $
              (0.01
              )
              
              $
              (0.02
              )
              
              $
              (0.04
              )Weighted
                  average number of common shares outstanding
                - basic and diluted
              
              
              53,915,653
              
              
              
              40,709,281
              
              
              
              50,557,053
              
              
              
              40,427,236
 
 
 **See
        accompanying notes to the consolidated financial
        statements.**
 
  -
            4
            -
 *Table
            of Contents*
  **WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 For
                  The Nine Months EndedSeptember
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (817,411
              )
              
              $
              (1,527,089
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              214,466
              
              
              
              248,410Stock-based
                  compensation
              
              
              585,000
              
              
              
              798,500Minority
                  interest
              
              
              (118,925
              )
              
              
              (181,372
              )Gain
                  on sale of marketable securities
              
              
              (23,057
              )
              
              
              -Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              27,281
              
              
              
              (34,055
              )Inventories
              
              
              (49,882
              )
              
              
              (35,191
              )Prepayments
                  and other current assets
              
              
              50,764
              
              
              
              (26,578
              )Accounts
                  payable
              
              
              7,163
              
              
              
              -Other
                  current liabilities
              
              
              (646,657
              )
              
              
              (86,777
              )**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (771,258
              )
              
              
              (844,152
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Proceeds
                  from sale of marketable securities
              
              
              161,745
              
              
              
              1,342Investment
                  in marketable securities
              
              
              -
              
              
              
              (417,563
              )Cash
                  used for business acquisitions
              
              
              -
              
              
              
              293,018Minority's
                  share of the equity of Daiying's subsidiary
              
              
              -
              
              
              
              (15,708
              )Purchase
                  of property and equipment
              
              
              (75,143
              )
              
              
              -Purchase
                  of licenses
              
              
              -
              
              
              
              -**NET
                  CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES**
              
              
              86,602
              
              
              
              (138,911
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from loan payable
              
              
              -
              
              
              
              607,287Payments
                  on loan payable
              
              
              (467,115
              )
              
              
              (948,887
              )Proceeds
                  from note payable - stockholder
              
              
              523,436
              
              
              
              430,162Payments
                  on mortgages payable
              
              
              (68,687
              )
              
              
              (28,986
              )Proceeds
                  from stockholders/officers
              
              
              743,650
              
              
              
              891,609**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              731,284
              
              
              
              951,185EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (4,603
              )
              
              
              (8,867
              )NET
                  DECREASE IN CASH
              
              
              42,025
              
              
              
              (40,745
              )CASH
                  at beginning of period
              
              
              117,319
              
              
              
              94,570**CASH
                  at end of period**
              
              $
              159,344
              
              
              $
              53,825**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW  INFORMATION:**Interest
                  paid
              
              $
              200,801
              
              
              $
              200,801**NON-CASH  INVESTING
                  AND FINANCING ACTIVITIES:**Issuance
                  of common stock for debt conversion
              
              $
              1,000,000
              
              
              $
              -Transfer
                  of certain property for debt reduction
              
              $
              334,959
              
              
              $
              -
 
 
 **See
        accompanying notes to the consolidated financial
        statements.**
 
 
  -
            5
            -
 *Table
            of Contents*
  **WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 September
        30, 2007
 **(UNAUDITED)**
  **Note
        1** - **Organization and Operations**
  Worldwide
        Biotech & Pharmaceuticals Company, (“Worldwide” or the “Company”) was
        incorporated in Delaware in 1961. In the fourth quarter of 2005, the Company
        commenced revenue producing operations.
 
 On
        April
        20, 2004, as amended on August 3, 2004 and effective December 16, 2004, under
        an
        Agreement and Plan of Reorganization, the Company issued 33,600,000 shares
        of
        its common stock for the acquisition of all of the outstanding capital stock
        of
        Yangling Daiying Biological Engineering Co., Ltd. (“Daiying”) with the former
        shareholders of the Company retaining 1,057,102 or approximately 5% of the
        outstanding stock. As a result of the ownership interests of the former
        shareholders of Daiying, for financial accounting purposes, the exchange
        of
        stock has been treated as a recapitalization of Worldwide with Daiying deemed
        the accounting acquirer and Worldwide deemed the accounting acquiree under
        the
        purchase method of accounting in accordance with Statement of Financial
        Accounting Standards (“SFAS”) No. 141, *Business Combinations*.
        Additionally, as part of the Merger, the Company, whose former name was Sun
        City
        Industries, Inc., amended its Articles of Incorporation, and changed its
        name to
        Worldwide Biotech & Pharmaceuticals Company.
 
 Daiying
        was incorporated on November 26, 2001 in Shaanxi Province, the People’s Republic
        of China (the “PRC”). Its principal business activities are to develop and
        market viruses/viral vectors, external diagnostic reagents, prophylactic
        vaccines for humans, and oral solid dosage forms of traditional Chinese medicine
        products.
 
 On
        March
        7, 2005, Daiying formed Shaanxi Daiying Medicine Distribution Co., Ltd.
        (“Shaanxi”) with a stockholder of the Company, in which Daiying holds a 90%
        interest. The stockholder’s contribution for its 10% interest was Reminbi
        (“RMB”) 500,000 (equivalent to US$61,956 at December 31, 2005), which has been
        reduced by its proportional share of Shaanxi’s loss from inception-to-date.
        Shaanxi’s principal business activities are trading of medicine
        products.
 
 On
        July
        26, 2005, Glory Dragon Investments Ltd. (“Glory Dragon”), an international
        business company, was formed in the British Virgin Islands by the Company.
        Glory
        Dragon then established a wholly-owned foreign investment company in the
        People’s Republic of China known as Shaanxi Allied Shine International
        Investment Management Consulting Ltd. (“Shaanxi Allied”) on December 27, 2005.
        Worldwide transferred all of its shares in Daiying to Shaanxi Allied on December
        27, 2005.
 
 On
        January 19, 2006, Worldwide, by and through its wholly owned subsidiary,
        Daiying, entered into a Reorganization Agreement with Hunan Hua Yang
        Pharmaceutical Co. Ltd. (“Hua Yang”) and its shareholders. Pursuant to this
        agreement, the Company issued 482,800 shares of its common stock to the
        shareholders of Hua Yang to acquire 51%. Hua Yang incorporated on June 22,
        1999
        in Hunan Province, China, engages in developing, manufacturing and marketing
        synthetic chemical medicine, antibiotics, immune vaccine and nutrient
        supplements.
 
 Also
        on
        January 19, 2006, Daiying entered into a Reorganization Agreement with Hunan
        Ze
        An Pharmaceutical Co. Ltd. (“Ze An”) and its shareholders.  Daiying
        paid RMB3,400,000 (equivalent to US$424,115 at March 31, 2006) and 217,600
        shares of common stock of Worldwide for 65% of Ze An. Ze An was incorporated
        in
        February 2000 in Hunan Province, China, and engages in developing, manufacturing
        and marketing essential traditional Chinese medicine, organic herbal medicine,
        and nutraceutical products.
 
 On
        December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li, minority
        shareholders of Ze An and Hua Yang, entered into a Consolidation and
        Reorganization Agreement (“Consolidation”). Pursuant to the Consolidation, Ze An
        merged into Hua Yang with Hua Yang assumed all assets and liabilities of
        Ze An
        and Hua Yang continues as the surviving entity. In addition, as part of the
        Consolidation, Daiying acquired a 15% equity interest of Ze An for a note
        payable to Mr. Zhongyu Lu, a former shareholder of Ze An, of RMB1,351,200
        (equivalent to $172,954 at December 31, 2006). The note included the principal
        of RMB1.2 million (equivalent to $153,600 at December 31, 2006) and accrued
        interest of RMB151,200 (equivalent to $19,354 at December 31, 2006) based
        on an
        interest rate of 6.3% per annum with both principal and interest due December
        4,
        2007. The Company owns a 67.3486% equity interest of Hua Yang subsequent
        to the
        consolidation.
  **Note
          2** - **Summary of Significant Accounting
          Policies**
 
 *Basis
        of Presentation*
 
 The
        accompanying unaudited consolidated financial statements and related notes
        have
        been prepared in accordance with accounting principles generally accepted
        in the
        United States of America (“U.S. GAAP”) for interim financial information, and
        with the rules and regulations of the United States Securities and Exchange
        Commission to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
        they
        do not include all of the information and footnotes required by U.S. GAAP
        for
        complete financial statements. In the opinion of management, all adjustments
        (consisting of normal recurring accruals) considered necessary for a fair
        presentation of the financial position, results of operations and cash flows
        for
        the interim periods have been included. These consolidated financial statements
        should be read in conjunction with the consolidated financial statements
        of the
        Company for the year ended December 31, 2006 and notes thereto contained
        in the
        Report on Form 10-KSB of the Company as filed with the United States Securities
        and Exchange Commission (the “Commission”) on April 6, 2007. Interim results are
        not necessarily indicative of the results for the full year.
 
 The
        consolidated financial statements include all the accounts of the Company
        and
        its wholly-owned and majority-owned subsidiaries. All significant inter-company
        balances and transactions have been eliminated. The results of operations
        for
        Hua Yang have been included in the Consolidated Statements of Operations
        and
        Comprehensive Loss since the date of acquisition.
 
 -
            6
            -
 *Table
            of Contents*
  **WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 September
        30, 2007
 **(UNAUDITED)**
 
  *Reclassification*
 
 Certain
        amounts in the prior period financial statements have been reclassified to
        conform to the current period presentation. These reclassifications had no
        effect on reported losses.
 
 *Use
        of Estimates*
 
 The
        preparation of financial statements in conformity with U.S. GAAP requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and disclosure of contingent assets and liabilities
        at
        the date of the financial statements and the reporting amounts of revenues
        and
        expenses during the reported period. Significant estimates include the estimated
        useful lives of property, plant and equipment and intangible assets. Actual
        results could differ from those estimates.
 
 *Cash
        Equivalents*
 
 The
        Company considers all highly liquid investments with a maturity of three
        months
        or less when purchased to be cash equivalents.
 
 *Inventories*
 
 The
        Company values inventories, consisting of finished goods, work in process
        and
        raw materials, at the lower of cost or market. Cost is determined on the
        weighted average cost method. Cost of work in process and finished goods
        comprises direct labor, direct materials, direct production cost and an
        allocated portion of production overhead. The Company regularly reviews raw
        materials and finished goods inventories on hand and, when necessary, record
        a
        provision for excess or obsolete inventories based primarily on current selling
        price and sales prices in confirmed backlog orders.
 
 *Property,
        Plant and Equipment*
 
 Property,
        plant and equipment are recorded at cost.  Expenditures for major
        additions and betterments are capitalized.  Maintenance and repairs
        are charged to operations as incurred. Depreciation of property, plant and
        equipment is computed by the straight-line method (after taking into account
        their respective estimated residual values) over the assets estimated useful
        lives ranging from five (5) years to 20 years. Leasehold improvements, if
        any,
        are amortized on a straight-line basis over the lease period or the estimated
        useful life, whichever is shorter. Upon sale or retirement of property, plant
        and equipment, the related cost and accumulated depreciation are removed
        from
        the accounts and any gain or loss is reflected in operations.
 
 *Revenue
        Recognition*
 
 In
        general, the Company records revenue when persuasive evidence of an arrangement
        exists, services have been rendered or product delivery has occurred and
        the
        title and risk of loss transfer to the buyer, the sales price to the customer
        is
        fixed or determinable, and collectability is reasonably assured. Persuasive
        evidence of an arrangement is demonstrated via invoice to the customer; product
        delivery is evidenced by the warehouse shipping log as well as a signed bill
        of
        lading from the trucking company and no product return is allowed except
        for
        defective or damaged products; the sales price to the customer is fixed upon
        acceptance of the purchase order; and there are no separate sales rebates,
        discounts, or volume incentives. The Company manufactures and distributes
        traditional Chinese medicine, including drink tablets, synthetic medicine,
        antibiotics, biotech medicine and biotech reagents; wholesale Class II medical
        devices, Class III medical devices, including but not limited to, medical
        sewing
        materials and bond, medical high molecular materials and products, and
        disposable sterile medical devices. The majority of the Company's revenue
        derives from sales contracts with distributors. The Company sells certain
        products to certain customers on a consignment basis. The Company records
        revenue for consignment transactions when the consignee sells the product
        to the
        end users.
  *Research
          and Development*
 
 Research
        and development costs are charged to expense as incurred. Research and
        development costs consist primarily of remuneration for research and development
        staff, depreciation and maintenance expenses of research and development
        equipment and material costs for research and development.
 
 -
            7
            -
 *Table
            of Contents*
  **WORLDWIDE
          BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 September
          30, 2007
 **(UNAUDITED)**
   *Recently
        Issued Accounting Pronouncements*
 
 In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation Number 48 *“Accounting for Uncertainty in Income Taxes, an
        Interpretation of FASB Statement No. 109”*(“FIN 48”). FIN 48 prescribes a
        recognition threshold and measurement attribute for the financial statement
        recognition and measurement of a tax position taken in a tax return. The
        Company
        must determine whether it is “more-likely-than-not” that a tax position will be
        sustained upon examination, including resolution of any related appeals or
        litigation processes, based on the technical merits of the position. Once
        it is
        determined that a position meets the more-likely-than-not recognition threshold,
        the position is measured to determine the amount of benefit to recognize
        in the
        financial statements. FIN 48 applies to all tax positions related to income
        taxes subject to FASB Statement No. 109 *“Accounting for Income Taxes”.*The interpretation clearly scopes out income tax positions related
        to FASB
        Statement No. 5 *“Accounting for Contingencies”.*The Company does not
        anticipate that the adoption of this statement will have a material effect
        on
        the Company’s financial condition and results of operations.
 
 On
        September 15, 2006, the FASB issued FASB Statement No. 157 *“Fair Value
        Measurements”* (“SFAS No. 157”).  SFAS No. 157 defines fair value,
        establishes a framework for measuring fair value and expands disclosures
        about
        fair value measurements.  SFAS No. 157 is effective as of the
        beginning of the first fiscal year beginning after November 15,
        2007.  The Company does not anticipate that the adoption of this
        statement will have a material effect on the Company’s financial condition and
        results of operations.
 
 In
        September 2006, FASB issued FASB Statement No. 158*“Employers’ Accounting for
        Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
        Statements No 87, 88, 106 and 132(R)”* (“SFAS No. 158”)*.* SFAS No.
        158 requires the recognition of the overfunded or underfunded status of a
        defined benefit postretirement plan as an asset or liability in the statement
        of
        financial position and the recognition of changes in that funded status in
        the
        year in which the changes occur through comprehensive income. SFAS No. 158
        also
        requires the measurement of the funded status of a plan as of the date of
        the
        year-end statement of financial position. SFAS No. 158 is effective as of
        the
        end of the fiscal year ending after December 15, 2006 for an employer with
        publicly traded equity securities. The Company does not anticipate that the
        adoption of this statement will have any effect on the Company’s financial
        condition and results of operations since the Company does not have any defined
        benefit or other postretirement plans.
 
 On
        February 15, 2007, the FASB issued FASB Statement No. 159*“The Fair Value
        Option for Financial Assets and Financial Liabilities: Including an amendment
        of
        FASB Statement No. 115”* (“SFAS No. 159”). SFAS No. 159 permits all entities
        to elect to measure many financial instruments and certain other items at
        fair
        value with changes in fair value reported in earnings. SFAS No. 159 is effective
        as of the beginning of the first fiscal year that begins after November 15,
        2007, with earlier adoption permitted. The Company does not anticipate that
        the
        adoption of this statement will have a material effect on the Company’s
        financial condition and results of operations.
 
 Management
        does not believe that any other recently issued, but not yet effective
        accounting pronouncements, if adopted, would have a material effect on the
        accompanying financial statements.
 
 **Note
        3 - Going Concern**
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern, which contemplates continuity
        of
        operations, realization of assets, and liquidation of liabilities in the
        normal
        course of business. As reflected in the accompanying consolidated financial
        statements, the Company had an accumulated deficit of $12,232,836 and a working
        capital deficiency of $5,230,476 at September 30, 2007 and had a net loss
        from
        operations and cash used in operations of $817,411 and $771,258 for the nine
        months ended September 30, 2007, respectively. These conditions raise
        substantial doubt about its ability to continue as a going concern.
 
 While
        the
        Company is attempting to increase sales, the Company’s cash position may not be
        sufficient to support the Company’s daily operations.  Management
        intends to attempt to raise additional funds by way of a public or private
        offering. While the Company believes in the viability of its strategy to
        produce
        sales volume and in its ability to raise additional funds, there can be no
        assurances to that effect. The ability of the Company to continue as a going
        concern is dependent upon the Company’s ability to further implement its
        business plan and generate sufficient revenues. The 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.
  **Note
          4 - Inventories**
 
 Raw
                  materials
              
              $
              153,008Work
                  in process
              
              
              148,117Finished
                  goods
              
              
              41,004$
              342,129
   -
            8
            -
 *Table
            of Contents*
  **WORLDWIDE
          BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
          TO
          THE CONSOLIDATED FINANCIAL STATEMENTS
 September
          30, 2007
 **(UNAUDITED)**
  **Note
            5 - Loan Payable**
  Loan
        payable is collateralized by all of the Hua Yang’s equipment, buildings and land
        use rights, payable to a financial institution, with interest at 6.696% per
        annum payable monthly, with principal due May 27, 2007. The loan is currently
        past due. Total amount of the default was RMB4,937,167 (equivalent to $656,766
        at September 30, 2007) including RMB4,800,000 ($640,615) in principal and
        RMB137,167 ($16,151) in interest as of September 30, 2007.
  **Note
          6 - Note Payable – Bank**
 
 Note
        payable - bank is collateralized by all of the Hua Yang’s equipment, buildings
        and land use rights, and is a long-term note payable to the same financial
        institution, with interest at 6.696% per annum payable monthly, with RMB5
        million (equivalent $667,307 at September 30, 2007) due April 29, 2007 and
        RMB5
        million ($667,308) due April 27, 2008. The note is currently past due for
        the
        first principal payment due on April 29, 2007. Total amount of the default
        was
        RMB10,285,764 ($1,368,263) including RMB10 million ($1,334,615) in principal
        and
        RMB285,764 ($33,648) in interest as of September 30, 2007.
  **Note
          7** - **Related Party Transactions**
 
 *(i)
        Due to related parties*
 
 The
        chief
        executive officer and a stockholder advanced funds to the Company for its
        working capital. These advances were unsecured, due on demand and non-interest
        bearing.
  *(ii)
        Conversion of debt to shares of common stock*
 
 On
        March
        31, 2007, Xi'An Jin Hao Sci-Tech Investment Management Co., Ltd. (formerly
        Xi'An
        Jin You Sci-Tech Investment Management Co., Ltd.) (“Jin Hao”), a stockholder of
        the Company converted RMB7.73 million debt (equivalent to $1 million at the
        date
        of conversion) to 10,000,000 shares of the Company’s common stock at $0.10 per
        share, the closing price of the Company's common stock on the date of conversion
        (See Note 8 (ii)).
 
 *(iii)
        Transfer of certain property to a stockholder to reduce
        debt*
 
 On
        September 30, 2007, the Company and Jin Hao, a stockholder of the Company
        reached an agreement whereby the Company transferred certain property to
        Jin
        Hao, with the original cost of RMB3,030,707 and Jin Hao assumed the remaining
        mortgage of RMB1,087,250 and relieved debt of RMB1,943,457. Upon transfer
        of
        this property, the related cost of RMB3,030,707 (equivalent to $404,483 at
        September 30,2007), accumulated depreciation of RMB447,032 ($59,662) remaining
        mortgage of RMB1,087,250 ($145,106) and the payable to Jin Hao of RMB1,943,457
        ($259,377) were removed from the accounts with the excess value of the payable
        and assumed mortgage over the net book value of the transferred property
        being
        recorded as a contribution to capital.
  **Note
          8** - **Common Stock**
 
 *(i)
        Issuance of shares of common stock to employees*
 
 On
        January 12, 2007, the Company issued 1,400,000 shares of its common stock
        to
        three employees pursuant to the 2005 Non-Qualified Stock Compensation Plan.
        The
        Company valued the shares at $0.15 per share, the closing price of the Company’s
        common stock on the date of issuance and charged $210,000 to stock based
        compensations.
 
 *(ii)
        Conversion of debt to shares of common stock*
 
 On
        March
        31, 2007, Xi'An Jin Hao Sci-Tech Investment Management Co., Ltd. (formerly
        Xi'An
        Jin You Sci-Tech Investment Management Co., Ltd.) (“Jin Hao”), a stockholder of
        the Company converted RMB7.73 million debt (equivalent to $1 million at the
        date
        of conversion) debt to 10,000,000 shares of the Company’s common stock at $0.10
        per share, the closing price of the Company’s common stock on the date of
        conversion (See Note 7 (ii)).
 
 **Note
        9 – Government Subsidy**
 
 In
        the
        quarter ended September 30, 2007, the Company received $285,218 from the
        government to offset expenses previously incurred. The Company was entitled
        to
        such subsidy due to the fact that it operates in a High-Tech Development
        Zone.****The government grant is to encourage continued
        research and development activities and is non-refundable and credited to
        other
        income upon receipt.
 
  -
            9
            -
 *Table
            of Contents*
  **Item
        2. Management's Discussion and Analysis or Plan of
        Operation**
  A. 
**PRELIMINARY
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
 
 The
        following analysis of the Company's results of operations and financial
        condition should be read in conjunction with the financial statements of
        Worldwide Biotech & Pharmaceutical Company for the year ended December 31,
        2006 and notes thereto contained in Report on Form 10-KSB of Worldwide Biotech
        & Pharmaceutical Company as filed with the Securities and Exchange
        Commission.
 
 This
        document contains certain forward-looking statements including, among others,
        anticipated trends in our financial condition and results of operations and
        our
        business strategy. These forward-looking statements are based largely on
        our
        current expectations and are subject to a number of risks and uncertainties.
        Actual results could differ materially from these forward-looking statements.
        Important factors to consider in evaluating such forward-looking statements
        include (i) changes in external factors or in our internal budgeting process
        which might impact trends in our results of operations; (ii) unanticipated
        working capital or other cash requirements; (iii) changes in our business
        strategy or an inability to execute our strategy due to unanticipated changes
        in
        the industries in which we operate; and (iv) various competitive market factors
        that may prevent us from competing successfully in the marketplace.
  **B. 
**OVERVIEW
        OF BUSINESS****
  The
        Company was incorporated in Delaware in 1961. On Dec. 16, 2004, through a
        Reorganization Agreement, the Company reorganized with Yangling Daiying Biotech
        & Pharmaceutical Group Co., Ltd. (“Daiying”), located at Yangling High-tech
        Agricultural Demonstration Zone, P.R. China. The Company operates its business
        mainly through its wholly-owned subsidiary, Daiying and its subsidiaries
        in P.R.
        China. The Company focuses on research and development, manufacture and
        distribution of in vitro diagnostics, human vaccine, biomedicines, traditional
        Chinese medicines, synthetic medicines and medical devices with frontier
        technologies and great potentials.
 
 **Summary
        of Research and Development**
 
 As
        a
        biotech-focused company, we have made significant progress on our HCV research
        pipelines. We were able to successfully set up the in vitro intact HCV virus
        culturing system which could continuously replicate the HCV virus in vitro
        and
        we are the first entity in the world to break this bottleneck in the HCV
        research field. Secondly, we have developed a new generation of HCV diagnostic
        reagents which has been fully approved for production and free sales by SFDA
        in
        China in 2006. We have also fully established a high-throughput anti-HCV
        medicine screening system and started screening anti - HCV medicines. We
        expect
        to get one or two new anti-HCV leads in the next two years if we can raise
        enough capital funding for our research. We are actively developing HCV human
        vaccine and by the end of year 2006, we have successfully created two
        replication-deficient HCV strains which could induce high immune responses
        in
        rabbit test subjects. We are now optimizing large-quantity purification methods
        for replication-deficient HCV virus and setting up ideal animal models for
        efficacy and safety studies of HCV human vaccine. Meanwhile, we will actively
        seek new collaboration opportunities and promising research projects. The
        progress on our research projects depend on our ability to raise enough funding
        in the following year.
 
 **Corporate
        Events and Accomplishments**
 
 Our
        growth and development as a business enterprise has been marked by a number
        of
        significant corporate events. Daiying acquired Hunan Hua Yang Pharmaceutical
        Co., Ltd. (Hua Yang) and Hunan Ze An Pharmaceutical Co., Ltd. (Ze An) on
        January
        19, 2006. On December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li,
        minority shareholders of Ze An and Hua Yang, entered into a Consolidation
        and
        Reorganization Agreement (“Consolidation”). Pursuant to the Consolidation Ze An
        merged into Hua Yang with Hua Yang as a surviving entity. In addition, as
        part
        of the Consolidation, Daiying acquired a 15% equity interest in Ze An for
        a note
        payable to Mr. Zhongyu Lu, a former shareholder of Ze An, of RMB1,351,200
        (equivalent to $172,954 at December 31, 2006). The note included the principal
        of RMB1.2 million (equivalent to $153,600 at December 31, 2006) and accrued
        interest of RMB151,200 (equivalent to $19,354 at December 31, 2006) based
        on an
        interest rate of 6.3% per annum with both principal and interest due December
        4,
        2007. The purpose of the Consolidation was to optimize capital resources
        and to
        minimize operating expenses.
 
 With
        the
        completion of these reorganization transactions, the Company now owns two
        manufacturing facilities: the research and development and manufacturing
        headquarters of the Company, Daiying, is located at Yangling Hi-tech
        Demonstration Zone, Shaanxi Province, PRC. Daiying purchased the right to
        use
        35,940 square meters of land and constructed a 5,359 square meter fully equipped
        manufacturing facility. Daiying owns six (6) traditional Chinese medicines
        and
        HCV in vitro diagnostics which have National Drug Production Licenses from
        the
        China State Food and Drug Administration (“SFDA”). Hua Yang purchased the right
        to use 51,640 square meters of land with a GMP-compliant manufacturing facility
        of 13,093 square meters. Hua Yang owns 29 medicines with National Drug
        Production Licenses and six (6) functional foods with National Food Production
        Licenses from the SFDA.
 
 In
        addition, the Company entered into a sole distribution agreement with
        TARAMEDIC.CORPORATION.BHD (TARAMEDIC), a Malaysian company, to distribute
        its
        Tara KLamp® Disposable Circumcision Device (“Tara KLamp”). TARAMEDIC owns
        patents for Tara KLamp in both Malaysia and China. Tara KLamp has been
        registered with the SFDA and sales began in 2006.
 
 On
        March
        28, 2007, Daiying, and Shaanxi Yangling Daiying Biotech Research Institute,
        a
        research institute (“Institute”), entered into an Entrusting Agreement (the
“Entrusting Agreement”) with respect to the commercialization of an Emergency
        Haemostatic Patch developed and patented in PRC by the Institute. Pursuant
        to
        the Entrusting Agreement, Daiying agreed to register the Emergency Haemostatic
        Patch (“Patch”) with the State Food and Drug Administration. All expenses
        associated with the registration process incurred by Daiying would be paid
        by
        the Institute. In addition, Daiying has been granted the right to purchase
        no
        less than 20% of the equity of a new company that will be set up to market
        and
        distribute the Patch on or before September 30, 2007, or purchase the equity
        interest of the new company proportionally thereafter.
 
 -
            10
            -
 *Table
            of Contents*
   To
        continue its research and development on HCV product development and facilitate
        the transition from focusing on research and development to engaging in both
        research and commercialization of new medical products the Company may have
        to
        rely on its ability to raise additional capital during the next twelve months.
        In the case that the Company does not meet its fundraising goal in the year
        2007, the above research projects will be delayed and production might not
        meet
        the market demand for the Company's new product.
 
 The
        following analysis shows the selected unaudited consolidated statement of
        operations data of the Company for the three and nine month period ended
        September 30, 2007 and 2006. The data should be read in conjunction with
        the
        unaudited consolidated financial statements of the Company for the nine month
        period ended September 30, 2007 and 2006 and related notes thereto.
 
 **Results
        of Operations for the three months ended September 30, 2007 compared to the
        three months ended September 30, 2006**
 
 **Revenues**
 
 For
        the
        three months ended September 30, 2007, our revenues were $39,936 as compared
        to
        $126,428 for the three months ended September 30, 2006, a decrease of $86,492
        attributable to lower revenues generated from Hua Yang, a majority owned
        subsidiary.
 
 **Cost
        of Sales and Gross Profit**
 
 For
        the
        three months ended September 30, 2007, cost of sales amounted to $32,392
        as
        compared to $118,392 for the three months ended September 30,
        2006.  Gross profit for the three months ended September 30, 2007 was
        $7,544, or 18.9% of revenues, as compared to $8,036, or 6.4% of revenues
        for the
        three months ended September 30, 2006.
 
 **Operating
        Expenses**
 
 For
        the
        three months ended September 30, 2007, total operating expenses were $142,205
        as
        compared to $425,566 for the three months ended September 30, 2006, a decrease
        of $283,361, or approximately (66.6%).
 
 Included
        in this decrease was:
 
 ·
              For
                  the three months ended September 30, 2007, we incurred selling
                  expense of
                  $3,359 as compared to $7,276 for the three months ended September
                  30,
                  2006. The decrease was due to the reduced sales activities and
                  the fact
                  that we built our sales network during 2006 and maintenance cost
                  in 2007
                  is at the minimum level.
 ·
              For
                  the three months ended September 30, 2007, we incurred research
                  and
                  development cost of $10,467 compared to $3,680 for the three months
                  ended
                  September 30, 2006, an increase of $6,787 attributable to our increased
                  research and development activities in
                  2007.
 ·
              For
                  the three months ended September 30, 2007, we incurred professional
                  fees
                  of $10,775 as compared to $43,629 for the three months ended September
                  30,
                  2006, a decrease of $32,854, or 75.3%.  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 was $0.00 for the three months ended September
                  30,
                  2007 from $199,500 for the three months ended September 30, 2006.
                  The
                  decrease in stock-based compensation expense was attributable to
                  the
                  reduction of amortization of deferred
                  compensation.
 ·
              For
                  the three months ended September 30, 2007, general and administrative
                  expenses were $117,604 as compared to $171,481 for the three months
                  ended
                  September 30, 2006, a decrease of $53877, or approximately (31.4%).
                  The
                  decrease was attributable to the consolidation of Hua Yang and
                  Ze An that
                  reduced certain general and administrative
                  expenses.
 
 For
        the
        three months ended September 30, 2007, interest expense was $51,269 as compared
        to $58,883 for the three months ended September 30, 2006. We attribute the
        decrease to the retirement of a loan and the conversion of debt to shares
        of the
        Company’s common stock from a shareholder. For the three months ended September
        30, 2007, other expenses were $17,611 as compared to $2,889 for the three
        months
        ended September 30, 2006.
 
 For
        the
        three months ended September 30, 2007, the Company received government grants
        of
        $285,218 as compared to $13 for the three months ended September 30,
        2006.
 
 As
        a
        result of these factors, The Company reported a net income of $147,099 or
        $0.00
        per share for the three months ended September 30, 2007, as compared to a
        net
        loss of ($433,709) or ($0.01) per share for the same period in
        2006.
 
 **Results
        of operations for the nine months ended September 30, 2007 as compared to
        the
        nine months ended September 30, 2006**
 
 **Revenues**
 
 For
        the
        nine months ended September 30, 2007, our revenues were $183,477 as compared
        to
        $329,061 for the nine months ended September 30 2006, a decrease of $145,584.
        We
        attribute this decrease in net revenues to the efforts to meet the new
        regulations from the SFDA and reduced revenues from to lower revenues generated
        from Hua Yang, a majority owned subsidiary.
 
 -
            11
            -
 *Table
            of Contents*
   **Cost
        of Goods Sold and Gross Profit**
 
 For
        the
        nine months ended September 30, 2007, cost of goods sold amounted to $155,538
        as
        compared to cost of sales of $302,483 for the nine months ended September
        30,
        2006. Gross profit for the nine months ended September 30, 2007 was $27,939or
        15.2% of revenues, as compared to $26,578 or 8.1% of revenues for the nine
        months ended September 30, 2006.
 
 **Operating
        Expenses**
 
 For
        the
        nine months ended September 30, 2007, total operating expenses were $1,112,536
        as compared to $1,564,201 for the nine months ended September 30, 2006, a
        decrease of $451,665, or approximately (28.9%).
 
 Included
        in this decrease was:
 
 ·
              For
                  the nine months ended September 30, 2007, we incurred selling expense
                  of
                  $18,024 compared to $54,140 for the nine months ended September
                  30, 2006.
                  The decrease was due to a decrease of sales activities during year
                  2007.
 ·
              For
                  the nine months ended September 30, 2007, we incurred research
                  and
                  development expense of $58,942 compared to $33,008 for the nine
                  months
                  ended September 30, 2006, an increase of $25,934 or 78.6%. The
                  increase
                  was due to the establishment of a high-throughput anti-HCV medicine
                  screening system and the starting of screening anti-HCV
                  medicines.
 ·
              For
                  the nine months ended September 30, 2007, we incurred professional
                  fees of
                  $14,868 as compared to $145,378 for the nine months ended September
                  30,
                  2006, a decrease of $130,510 or (89.8%). The decrease was due to
                  the
                  professional fees paid in connection with the lawsuit with Coast
                  to Coast
                  Company and the acquisition of Hua Yang and Ze An in
                  2006.
 ·
              Stock-based
                  compensation expense decreased to $585,000 for the nine months
                  ended
                  September 30, 2007 from $798,500 for the nine months ended September
                  30,
                  2006. The decrease in stock-based compensation expense was attributable
                  to
                  the reduction of amortization of deferred
                  compensation.
 ·
              For
                  the nine months ended September 30, 2007, general and administrative
                  expenses were $435,702 as compared to $533,175 for the nine months
                  ended
                  September 30, 2006, a decrease of $97,473, or approximately (18.3%).
                  The
                  decrease was attributable to the consolidation of Hua Yang and
                  Ze An that
                  reduced certain general and administrative
                  expenses.
 
 For
        the
        nine months ended September 30, 2007, interest expense was $142,859 as compared
        to $200,801 for the nine months ended September 30, 2006. We attribute the
        decrease to the retirement of a loan and the conversion of debt to shares
        of the
        Company’s common stock from a shareholder. For the nine months ended September
        30, 2007, other expenses were $17,611 as compared to $3,672 for the nine
        months
        ended September 30, 2006.
 
 For
        the
        nine months ended September 30, 2007, the Company received government grants
        of
        $285,218 as compared to $15,468 for the nine months ended September 30,
        2006.
 
 As
        a
        result of these factors, The Company reported a net loss of $817,411 or $0.02
        per share for the nine months ended September 30, 2007, as compared to a
        net
        loss of $1,527,088 or $0.04 per share for the same period in 2006.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 At
        September 30, 2007, we had cash and cash equivalents of $42,025.
 
 Net
        cash
        used in operating activities for the nine months ended September 30, 2007
        was
        $771,258 as compared to net cash used in operating activities of $844,152
        for
        the nine months ended September 30, 2006.  For the nine months ended
        September 30, 2007, we used cash to fund our loss of $817,411 and to fund
        our
        inventories of $49,882; accounts payable increased by $7,163, and received
        accounts receivable of $27,281, prepayments and other current assets of $50,764,
        accrued liabilities and other payable of $646,657, and by minority interest
        portion of non-majority owned subsidiaries’ losses, offset by non-cash items
        such as depreciation and amortization of $214,466, stock-based compensation
        of
        $585,000. For the nine months ended September 30, 2006, we used cash to fund
        our
        loss of $1,527,089 and to fund accounts receivable of $34,055, inventories
        of
        $35,191, accounts payable and accrued expenses of $0.00, and other current
        liabilities of $86,777, increased by minority interests portion of non-majority
        owned subsidiaries losses, offset by non-cash items such as depreciation
        and
        amortization of $248,410, stock-based compensation of $798,500 and decreases
        in
        prepayments and other current assets of $26,578.
 
 Net
        cash
        provided by investing activities for the nine months ended September 30,
        2007
        was $86,602 as compared to net cash used in investing activities for the
        nine
        months ended September 30, 2006 of $138,911. For the nine months ended September
        30, 2007, we received cash of $161,745 from sale of marketable securities,
        and
        used cash for capital expenditures of $75,143. For the nine months ended
        September 30, 2006, we used cash of $417,563 for Ze An acquisition, received
        cash of $1,342 from Hua Yang acquisition, and used cash for capital expenditures
        of $15,708.
 
 Net
        cash
        provided by financing activities for the nine months ended September 30,
        2007
        was $731,284 as compared to net cash provided by financing activities for
        the
        nine months ended September 30, 2006 of $951,185.  For the nine months
        ended September 30, 2007, the Company received $523,436 from a stockholder
        in
        the form of note payable and $743,650 from stockholders/officers; these were
        offset by the repayment of mortgages payable of $68,687 and payments on loans
        payable of $467,115. For the nine months ended September 30, 2006, the Company
        received net proceeds of $607,287 from a loan, $430,162 from a stockholder
        in
        the form of note payable and $891,609 from stockholders/officers; these were
        offset by the repayment of mortgages payable of $28,986 and payments on loans
        payable of $948,887.
 
 -
            12
            -
 *Table
            of Contents*
   Overall,
        we have funded our cash needs for the nine months ended September 30, 2007
        with
        a series of debt and equity transactions, primarily with related parties.
        On
        March 31, 2007, The Registrant issued 10,000,000 shares (the “Shares”) of its
        common stock to three investors of Xi’An Jin Hao Sci-Tech Investment Management
        Co., Ltd. (formerly Xi’An Jin You Sci-Tech Investment Management Co., Ltd.)
        (“Jin Hao”), a stockholder of the Company for the conversion of RMB7.73 million
        debt (equivalent to $1 million at the date of conversion) at $0.10 per share,
        the closing price of the Company’s common stock on the date of conversion. This
        debt-to-equity transaction reduced the repayment to related parties and
        improved cash flow from financing activities. On September 30, 2007, the
        Company and Jin Hao, a stockholder of the Company reached an agreement whereby
        the Company transferred certain property to Jin Hao, with the original cost
        of
        RMB3,030,707, net of accumulated depreciation of RMB447,032 and Jin Hao assumed
        the remaining mortgage of RMB1,087,250 and relieved debt of
        RMB1,943,457.
 
 The
        Company has not generated significant cash flows from operations since
        inception. If the Company does not generate sufficient revenues from the
        sales
        of its products in an amount necessary to meet its cash needs, the Company
        would
        need additional financing to continue to operate. As the Company increases
        sales
        from its products and services, the Company expects to increase cash flows
        from
        operations.
 
 The
        Company currently has no material commitments for capital
        expenditures.
 
 We
        are
        not aware of any known trends, events or uncertainties that have, or are
        reasonably likely to have, material impact on the Company’s short-term or
        long-term liquidity.  We have no source of liquidity from operations
        at the present time. However, we might pursue increasing liquidity through
        the
        registration of various shares of stock on a registration statement to be
        filed
        with the Securities & Exchange Commission. We are in need of additional
        funds to meet various anticipated capital expenditures which include research
        and development for a drug-screening system for anti-HCV drugs and HCV vaccines,
        production of products for release into the market, mergers of companies
        that
        would align the Company’s business plans, and various funds to market our
        technology and products to create interest in the market place.
 
 There
        are
        a number of trends, ventures, and uncertainties that are reasonably expected
        to
        have a material impact on the net revenues or income from operations. We
        will be
        unable to pursue continued research, development, production, and marketing
        of
        our product line in the event the Company is unable to raise sufficient funds
        to
        meet these expenses. There is no assurance that we will be able to raise
        sufficient funds to meet these goals. Further, we are not fully protected
        in all
        of our intellectual property rights and failure to do so may allow others
        to
        infringe upon the patent.
 
 Currently,
        the Peoples Republic of China (“PRC”) is in a period of growth and is constantly
        promoting business development in order to bring more business into China.
        Additionally, a Chinese corporation can be owned by a United States corporation,
        however, the laws and regulations of China are subject to change and in the
        event said change occurs, it may affect the ability of Company to operate
        in the
        Peoples Republic of China.
 
 The
        Company’s future success depends on the continued services of its executive
        management currently in place. The loss of any of their services could be
        detrimental to the Company and could have an adverse affect on business
        development. Future success is also dependent upon the ability to identify,
        hire, train, or retain other qualified employees. Competition for these
        individuals is intense and increasing.
 
 **Going
        Concern**
 
 The
        report from our independent registered public accounting firm on our audited
        financial statements at December 31, 2006 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 2006 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 increase
        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.
 
 **Efforts
        to Improve the Company’s Financial Results**
 
 The
        Company has incurred losses since inception. Management has taken great efforts
        and continues to implement changes designed to significantly improve the
        Company’s results of operations and cash flows. The actions involve certain
        cost-cutting initiatives and growth strategies, including:
  (a) 
Reduction
        in operating expenses
  With
        the
        consolidation of Hua Yang and Ze An, two majority-owned subsidiaries of the
        Company since December 18, 2006, we expect to achieve significantly reduction
        in
        operating expenses of Hua Yang.
  (b) 
Increase
        in marketing activities and sales
  As
        a
        result of the significant marketing efforts in year 2006, we have obtained
        purchase orders from our distributors up to RMB4,860,000 (approximately $648,623
        at September 30, 2007) of our products. We expect our revenue for the year
        to be
        increased compared to the fiscal year ended December 31, 2006.
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            13
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 Conversion
        of debt to shares of common stock
 On
        March
        31, 2007, Xi'An Jin Hao Sci-Tech Investment Management Co., Ltd. (formerly
        Xi'An
        Jin You Sci-Tech Investment Management Co., Ltd.) (“Jin Hao”), a stockholder of
        the Company converted RMB7.73 million debt (equivalent to $1 million at the
        date
        of conversion) to 10,000,000 shares of the Company’s common stock at $0.10 per
        share, the closing price of the Company's common stock on the date of
        conversion. This conversion will improve the liquidity of the Company and
        reduce
        debt servicing cost.
  (d) 
Transfer
        of certain property to a stockholder to reduce debt
 
 On
        September 30, 2007, the Company and Jin Hao, a stockholder of the Company
        reached an agreement whereby the Company transferred certain property to
        Jin
        Hao, with the original cost of RMB3,030,707, net of accumulated depreciation
        of
        RMB447,032 and Jin Hao assumed the remaining mortgage of RMB1,087,250 and
        relieved debt of RMB1,943,457.
 
 Management
        believes that these actions will enable the Company to improve future
        profitability and cash flows in its operations through December 31,
        2007.
 
 **Off
        Balance Sheet Arrangements**
 
 The
        Company has no off balance sheet arrangements for the nine month period ending
        September 30, 2007.
 
 **Recently
        Issued Accounting Pronouncements**
 
 In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation Number 48 *“Accounting for Uncertainty in Income Taxes, an
        Interpretation of FASB Statement No. 109”*(“FIN 48”). FIN 48 prescribes a
        recognition threshold and measurement attribute for the financial statement
        recognition and measurement of a tax position taken in a tax return. The
        Company
        must determine whether it is “more-likely-than-not” that a tax position will be
        sustained upon examination, including resolution of any related appeals or
        litigation processes, based on the technical merits of the position. Once
        it is
        determined that a position meets the more-likely-than-not recognition threshold,
        the position is measured to determine the amount of benefit to recognize
        in the
        financial statements. FIN 48 applies to all tax positions related to income
        taxes subject to FASB Statement No. 109 *“Accounting for Income Taxes”.*The interpretation clearly scopes out income tax positions related
        to FASB
        Statement No. 5 *“Accounting for Contingencies”.*The Company does not
        anticipate that the adoption of this statement will have a material effect
        on
        the Company’s financial condition and results of operations.
 
 On
        September 15, 2006, the FASB issued SFAS No. 157 *“Fair Value
        Measurements”* (“SFAS No. 157").  SFAS No. 157 defines fair value,
        establishes a framework for measuring fair value and expands disclosures
        about
        fair value measurements.  SFAS No. 157 is effective as of the
        beginning of the first fiscal year beginning after November 15,
        2007.  The Company does not anticipate that the adoption of this
        statement will have a material effect on the Company’s financial condition and
        results of operations.
 
 In
        September 2006, FASB issued SFAS No. 158*“Employers' Accounting for Defined
        Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
        No 87, 88, 106 and 132(R)”* (“SFAS No. 158”)*.* SFAS No. 158 requires
        the recognition of the overfunded or underfunded status of a defined benefit
        postretirement plan as an asset or liability in the statement of financial
        position and the recognition of changes in that funded status in the year
        in
        which the changes occur through comprehensive income. SFAS No. 158 also requires
        the measurement of the funded status of a plan as of the date of the year-end
        statement of financial position. The Company does not anticipate that the
        adoption of this statement will have any effect on the Company’s financial
        condition and results of operations since the Company does not have any defined
        benefit or other postretirement plans.
 
 On
        February 15, 2007, the FASB issued SFAS No. 159*“The Fair Value Option for
        Financial Assets and Financial Liabilities: Including an amendment of FASB
        Statement No. 115”* (“SFAS No. 159”). SFAS No. 159 permits all entities to
        elect to measure many financial instruments and certain other items at fair
        value with changes in fair value reported in earnings. SFAS No. 159 is effective
        as of the beginning of the first fiscal year that begins after November 15,
        2007, with earlier adoption permitted. The Company does not anticipate that
        the
        adoption of this statement will have a material effect on the Company’s
        financial condition and results of operations.
 
 Management
        does not believe that any other recently issued, but not yet effective
        accounting pronouncements, if adopted, would have a material effect on the
        accompanying consolidated financial statements.
 
 **Item
        3. 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 the Company. Based upon such officers’ evaluation of these
        controls and procedures 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 required with regard to significant deficiencies and material
        weaknesses.
 
 -
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            -
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   Our
        management, including each of the Certifying Officers, does not expect that
        our
        disclosure controls or our internal controls will prevent all potential errors
        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.
 
  **PART
        II. OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings**
 
 None.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 None.
 
 **Item
        3. Defaults upon Senior Securities**
 
 *(i)
        Loan payable*
 
 Loan
        payable is collateralized by all of the Hua Yang’s equipment, buildings and land
        use rights, payable to a financial institution, with interest at 6.696% per
        annum payable monthly, with principal due May 27, 2007. The loan is currently
        past due. Total amount of the default was RMB4,937,167 (equivalent to $656,766
        at September 30, 2007) including RMB4,800,000 ($640,615) in principal and
        RMB137,167 ($16,151) in interest as of September 30, 2007.
 
 *(ii)
        Note payable – bank*
 
 Note
        payable - bank is collateralized by all of the Hua Yang’s equipment, buildings
        and land use rights, and is a long-term note payable to the same financial
        institution, with interest at 6.696% per annum payable monthly, with RMB5
        million (equivalent $667,307 at September 30, 2007) due April 29, 2007 and
        RMB5
        million ($667,308) due April 27, 2008. The note is currently past due for
        the
        first principal payment due on April 29, 2007. Total amount of the default
        was
        RMB10,285,764 ($1,368,263) including RMB10 million ($1,334,615) in principal
        and
        RMB285,764 ($33,648) in interest as of September 30, 2007.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders**
 
 None.
 
 **Item
        5. Other Information**
 
 None.
 
 **Item
        6. Exhibits and Reports on Form 8-K**
 
 The
        exhibits included in this report are indicated below.
 
 **a)
                  Exhibit No.**
              
              **Description
                  of Exhibit**31.1
              
              Rule
                  13a - 14(a)/15d-14(a) Certification of the Chief Executive
                  Officer31.2
              
              Rule
                  13a - 14(a)/15d-14(a) Certification of the Chief Financial
                  Officer32.1
              
              Section
                  1350 Certification32.2
              
              Section
                  1350 Certification
  b)
        Reports on Form 8-K
  Filed
        August
        13, 2007 - Changes in Registrant's Certifying Accountant


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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:
                  November 19, 2007
              **/s/
                  Wenxia Guo**Wenxia
                  GuoChief
                  Executive Officer, Director(Principal
                  Executive Officer)Date:
                  November 19, 2007
              **/s/
                  Peiyi Tian**Peiyi
                  TianVP,
                  Treasurer, CFO, Director(Principal
                  Financial and Accounting Officer)Date:
                  November 19, 2007
              **/s/
                  Huimin Zhang**Huimin
                  ZhangDirector
  
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