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











WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY


FORM
      10-QSB


QUARTERLY
      PERIOD ENDED JUNE 30, 2005











**INDEX**







Page
                  No.**PART
                  1. FINANCIAL INFORMATION**Item
                  1.
              Financial
                  Statements
              3Consolidated
                  Balance Sheet, June 30, 2005 (unaudited)
              3Consolidated
                  Statements of Operations for the three and six month periods endedJune
                  30, 2005 (unaudited) and June 30, 2004 (unaudited)
              4Consolidated
                  Statements of Cash Flows for the six month periodsended
                  June 30, 2005 and 2004 (unaudited)
              5Notes
                  to Consolidated Financial Statements, June 30, 2005
                  (unaudited)
              6Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              13Item
                  3.
              Controls
                  and Procedures
              19**PART
                  II. OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              19Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              19Item
                  3.
              Defaults
                  Upon Senior Securities
              19Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              19Item
                  5.
              Other
                  Information
              20Item
                  6.
              Exhibits
              20Signatures
              20





-2-





**PART
      I - FINANCIAL INFORMATION**





June
                  30,2005(Unaudited)ASSETSCURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              219,757Marketable
                  securities
              
              
              235,264Prepayments
                  and other current assets
              
              
              749,002Total
                  Current Assets
              
              
              1,204,023PROPERTY
                  AND EQUIPMENT (Net of accumulated depreciation of
                  $138,634)
              
              
              2,099,437OTHER
                  ASSET, net
              
              
              521,641Total
                  Assets
              
              $
              3,825,101LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIES:Loans
                  payable
              
              $
              1,751,208Current
                  portion of mortgages payable
              
              
              34,289Accounts
                  payable
              
              
              579,165Due
                  to related parties
              
              
              363,507Other
                  current liabilities
              
              
              46,510Total
                  Current Liabilities
              
              
              2,774,679MORTGAGES
                  PAYABLE, less current portion
              
              
              241,028STOCKHOLDERS'
                  EQUITY:Common
                  stock ($.001 Par Value; 90,000,000 Shares Authorized;38,657,102
                  shares issued and outstanding)
              
              
              38,657Additional
                  paid-in capital
              
              
              9,452,923Accumulated
                  deficit
              
              
              (7,212,981
              )Less:
                  Deferred compensation
              
              
              (1,052,000
              )Less:
                  Accumulated other comprehensive loss
              
              
              (417,205
              )Total
                  Stockholders' Equity
              
              
              809,394Total
                  Liabilities and Stockholders' Equity
              
              $
              3,825,101
     See
                  notes to consolidated financial statements-3-
     WORLDWIDE
                        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARYCONSOLIDATED
                        STATEMENTS OF OPERATIONS(Unaudited)
     For
                          the Three Months Ended
                      
                      For
                          the Six Months EndedJune
                          30,
                      
                      June
                          30,2005
                      
                      2004
                      
                      2005
                      
                      2004NET
                          REVENUES
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -OPERATING
                          EXPENSES:Research
                          and development
                      
                      
                      11,180
                      
                      
                      43,030
                      
                      
                      53,393
                      
                      
                      68,793Professional
                          fees
                      
                      
                      38,607
                      
                      
                      60,472
                      
                      
                      67,468
                      
                      
                      105,248Stock-based
                          consulting expense
                      
                      
                      2,332,973
                      
                      
                      -
                      
                      
                      2,837,946
                      
                      
                      -General
                          and administrative
                      
                      
                      99,614
                      
                      
                      80,218
                      
                      
                      170,313
                      
                      
                      133,083Total
                          Operating Expenses
                      
                      
                      2,482,374
                      
                      
                      183,720
                      
                      
                      3,129,120
                      
                      
                      307,124LOSS
                          FROM OPERATIONS
                      
                      
                      (2,482,374
                      )
                      
                      (183,720
                      )
                      
                      (3,129,120
                      )
                      
                      (307,124
                      )OTHER
                          INCOME (EXPENSES):Interest
                          income
                      
                      
                      -
                      
                      
                      -
                      
                      
                      2,809
                      
                      
                      -Interest
                          expense
                      
                      
                      (19,672
                      )
                      
                      (16,894
                      )
                      
                      (66,703
                      )
                      
                      (25,269
                      )Other
                          income
                      
                      
                      90,822
                      
                      
                      -
                      
                      
                      43,791
                      
                      
                      -Realized
                          gain on sale of marketable securities
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      46,112Total
                          Other Income (Expenses)
                      
                      
                      71,150
                      
                      
                      (16,894
                      )
                      
                      (20,103
                      )
                      
                      20,843NET
                          LOSS
                      
                      $
                      (2,411,224
                      )
                      $
                      (200,614
                      )
                      $
                      (3,149,223
                      )
                      $
                      (286,281
                      )NET
                          LOSS PER COMMON SHARE - BASIC AND DILUTED:Net
                          loss per common share
                      
                      $
                      (0.06
                      )
                      $
                      (0.01
                      )
                      $
                      (0.09
                      )
                      $
                      (0.01
                      )Weighted
                          Common Shares Outstanding - basic and diluted
                      
                      
                      37,859,300
                      
                      
                      33,600,000
                      
                      
                      36,565,389
                      
                      
                      33,600,000
     See
                          notes to consolidated financial statements-4-
     WORLDWIDE
                            BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARYCONSOLIDATED
                            STATEMENTS OF CASH FLOWS(Unaudited)
     2005
                        
                        2004CASH
                            FLOWS FROM OPERATING ACTIVITIES:Net
                            Loss
                        
                        $
                        (3,149,223
                        )
                        $
                        (286,281
                        )Adjustments
                            to reconcile net loss to net cash used inoperating
                            activities:Depreciation
                            and amortization
                        
                        
                        46,567
                        
                        
                        26,686Stock-based
                            compensation
                        
                        
                        2,837,946
                        
                        
                        -Gain
                            on sale of marketable securities
                        
                        
                        -
                        
                        
                        (46,154
                        )Changes
                            in assets and liabilities:Prepayments
                            and other current assets
                        
                        
                        (695,839
                        )
                        
                        (138,775
                        )Accounts
                            payable
                        
                        
                        44,230
                        
                        
                        454,775Other
                            current liabilities
                        
                        
                        30,165
                        
                        
                        (54,164
                        )NET
                            CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (886,154
                        )
                        
                        (43,913
                        )CASH
                            FLOWS FROM INVESTING ACTIVITIES:Proceeds
                            from sale of marketable securities
                        
                        
                        -
                        
                        
                        120,919Capital
                            expenditures
                        
                        
                        (230,797
                        )
                        
                        (980,523
                        )NET
                            CASH FLOWS USED IN INVESTING ACTIVITIES
                        
                        
                        (230,797
                        )
                        
                        (859,604
                        )CASH
                            FLOWS FROM FINANCING ACTIVITIES:Proceeds
                            from related party advances
                        
                        
                        363,507
                        
                        
                        -Payments
                            on loans payable
                        
                        
                        (60,911
                        )
                        
                        (555
                        )Proceeds
                            from mortgage payable
                        
                        
                        -
                        
                        
                        165,586Payments
                            on mortgages payable
                        
                        
                        (13,563
                        )
                        
                        -NET
                            CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
                        
                        
                        289,033
                        
                        
                        165,031EFFECT
                            OF EXCHANGE RATE CHANGES IN CASH
                        
                        
                        -
                        
                        
                        (1,457
                        )NET
                            DECREASE IN CASH
                        
                        
                        (827,918
                        )
                        
                        (739,943
                        )CASH
                            - beginning of year
                        
                        
                        1,047,675
                        
                        
                        1,342,437CASH
                            - end of period
                        
                        $
                        219,757
                        
                        $
                        602,494SUPPLEMENTAL
                            DISCLOSURE OF CASH FLOW INFORMATION:Cash
                            paid for:Interest
                        
                        $
                        66,703
                        
                        $
                        16,893Income
                            taxes
                        
                        $
                        -
                        
                        $
                        -
      See
                          notes to consolidated financial statements.-5-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**NOTE
      1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





**Basis
      of Presentation**





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Form 10-QSB and Item 310(b) of
      Regulation S-B. Accordingly, the financial statements do not include all of
      the
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. In the opinion of management, all adjustments
      considered necessary for a fair presentation have been included and such
      adjustments are of a normal recurring nature. These consolidated financial
      statements should be read in conjunction with the financial statements for
      the
      year ended December 31, 2004 and notes thereto contained in the Report on Form
      10-KSB of Worldwide Biotech & Pharmaceutical Company (“our Company" or the
“Company”) as filed with the Securities and Exchange Commission (the
“Commission”). The results of operations for the six months ended June 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, formerly Sun City Industries, Inc., (the
“Company” or “Worldwide”) was incorporated in Delaware in 1961 as Sun City Dairy
      Products, Inc., successor to a business founded in 1949. The Company operated
      as
      a holding company for various wholly owned subsidiaries that were engaged
      primarily in the food service marketing and distribution business.





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
































-6-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**NOTE
      1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING**


**POLICIES
      (Continued)**





**The
      Company (continued)**





On
      April
      20, 2004, as amended on August 3, 2004 and effective December 16, 2004, under
      an
      Agreement and Plan of Reorganization, the Company issued 33,600,000 shares
      of
      the Company's common stock for the acquisition of all of the outstanding capital
      stock of Yangling Daiying Biological Engineering Co., Ltd. (“Daiying”), a
      company incorporated in November 2001 in Shaanxi Province, China. For financial
      accounting purposes, the exchange of stock will be treated as a recapitalization
      of Worldwide with the former shareholders of the Company retaining 1,057,102
      or
      approximately 5% of the outstanding stock.





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





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





**Estimates**





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





Marketable
      securities





Marketable
      securities consist of investments in equity of publicly traded and non-public
      domestic companies and are stated at market value based on the most recently
      traded price of these securities at June 30, 2005. All marketable securities
      are
      classified as available for sale at June 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 Income in Stockholders’ Equity. Realized gains and losses
      are determined by the difference between historical purchase price and gross
      proceeds received when the marketable securities are sold.




















-7-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**NOTE
      1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**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. At June
      30, 2005, there were warrants to purchase 3,000,000 shares of common stock,
      which could potentially dilute future earnings per share.





**Stock-based
      compensation**





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





**Revenue
      recognition**





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






































-8-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**NOTE
      1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**Foreign
      currency translation**





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





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







The
      reporting currency is the U.S. dollar. The functional currency of the Company's
      Chinese subsidiary, Daiying, is the local currency. The financial statements
      of
      the subsidiaries are translated into United States dollars using year-end rates
      of exchange for assets and liabilities, and average rates of exchange for the
      period for revenues, costs, and expenses. Net gains and losses resulting from
      foreign exchange transactions are included in the consolidated statements of
      operations and were not material during the periods presented because the
      Chinese dollar (RMB) fluctuates with the United States dollar. The cumulative
      translation adjustment and effect of exchange rate changes on cash at June
      30,
      2005 and 2004 was not material. As of June 30, 2005, the exchange rate for
      the
      Chinese Renminbi (RMB) was $1 US for 8.28 RMB.




Until
      1994, the Renminbi experienced a gradual but significant devaluation against
      most major currencies, including U.S. dollars, 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.




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.








-9-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)





**NOTE
      1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





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




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





**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 six months ended June 30, 2005 and 2004,
      amortization expense amounted to $5,450 and $6,563, 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 at June 30, 2005
      was $363,507.





**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, these shares
      were released from escrow and delivered to the consultant according to
      communications between the Company and the consultant. The
      Company valued these common shares at the fair market value on the dates of
      grant or $1.20 or $1,680,000 based on the quoted trading price and recorded
      stock-based consulting expense of $1,680,000.





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
      six
      months ended June 30, 2005, the Company recorded stock-based consulting expense
      of $48,000 and deferred consulting expense of $552,000, which will amortized
      over the service period.








-10-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**NOTE
      4 - STOCKHOLDERS’ EQUITY (continued)**





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 six
      months ended June 30, 2005, the Company recorded stock-based consulting expense
      of $100,000 and deferred consulting expense of $500,000, which will amortized
      over the service period.





Warrants





A
      summary
      of the status of the Company's outstanding stock warrants granted for services
      as of June 30, 2005 and changes during the period is as follows:


WeightedAverageExerciseShares
              
              PriceOutstanding
                  at December 31, 2004
              
              
              3,000,000
              
              $
              2.28Granted
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Forfeited
              
              
              -
              
              
              -Outstanding
                  at June 30, 2005
              
              
              3,000,000
              
              $
              2.28Warrants
                  exercisable at end of year
              
              
              -
              
              $
              -Weighted-average
                    fair value of warrants
              
              
              2005granted
                    during the period
              
              $
              0.00
 The
        following information applies to all warrants
        outstanding at June 30, 2005:




Warrents
                  Outstanding
              Warrents
                  ExercisableContractual
              Weighted
                Average
                  remaining
                Exercise
              Weighted
                Average
              Weighted
                Average
                  ExerciseRange
                  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












-11-





WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


JUNE
      30,
      2005


(UNAUDITED)








**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.








**NOTE
      6 - SUBSEQUENT EVENT**





On
      Jul 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 Shengewei 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, which will amortized over the service
      period.
























































-12-








**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





The
      following analysis of our results of operations and financial condition should
      be read in conjunction with the financial statements of Worldwide Biotech &
      Pharmaceutical Company for the year ended December 31, 2004 and notes thereto
      contained in Report on Form 10-KSB of Worldwide Biotech & Pharmaceutical
      Company as filed with the Securities and Exchange Commission.





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





**Plan
      of Operation**





The
      Company, by and through our wholly owned subsidiary, Yangling Daiying Biotech
      and Pharmaceutical Group Co., Ltd., formerly Yangling Daiying Biotech
      Engineering Co., Ltd. (“Daiying”), a company incorporated on November 2001 in
      Shaanxi Province, China, has, effective on July 12, 2005, entered into an
      investment contract with Xi’an Jinyou Investment Management Co., Ltd.
      (“Jinyou”), for the purposes of forming a new company to be formed as a limited
      liability company pursuant to the laws and regulations of China, said company
      to
      be known as “Shaanxi Daiying Medicine Distribution Co., Ltd.” Pursuant to the
      Investment Agreement, both Daiying and Jinyou will invest a total of
      approximately $600,000 U.S. Dollars of which Daiying will invest $445,000 for
      90
      percent of Shaanxi Daiying and Jinyou will invest approximately $155,000 for
      10
      percent for Shaanxi Daiying. The new company’s anticipated purpose is the
      wholesale distribution of traditional Chinese medicine, including Chinese
      medicine drink tablets, synthetic medicine, antibiotics, biotech medicine and
      biotech reagents; wholesale of 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. It takes about three months for the new company to apply for its
      business name at the Business Administration’s office in China, and at said time
      said funds shall be funded. We believe that this new distribution company will
      broaden and strengthen our marketing and sales channels in the near future.





We
      also
      entered into two separate Memoranda of Understanding through our subsidiary,
      Daiying. Neither of these transactions has at the present time effectively
      closed. The first agreement was entered into on January 21, 2005 with Hunan
      Changde Huaan Pharmaceutical Co., Ltd. (Hunan Changde). Pursuant to this
      agreement, a merger is contemplated wherein the Company will exchange 482,800
      shares of stock for 51% control of Hunan Changde. The second agreement pursuant
      to Memorandum of Understanding was entered into between Daiying and Hunan Jinjin
      Pharmaceutical Co., Ltd. (Hunan Jinjin). Pursuant to the Memorandum of
      Understanding, Daiying is to exchange with various shareholders of Hunan Jinjin
      211,570 shares of the Company plus approximately $410,000 in cash to acquire
      65%
      of Hunan Jinjin. The remaining 35% would be controlled by individuals previously
      affiliated with Hunan Jinjin.





We
      are
      preparing to audit these two pharmaceutical companies and we expect the
      acquisition transactions will be closed in the third quarter of 2005. Both
      of
      Hunan Changde and Hunan Jinjin own dozens of drugs with National Drug License
      Numbers from SFDA in China (license for producing and sales of certain medicine
      freely in China). We expect increased sales and revenue generated from medicines
      from these two companies during the third and forth quarter of year 2005.











-13-





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





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, refine and pursue patents on our Traditional
      Chinese Medicine (TCM) products. The Company received SFDA 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 June 30, 2005 -
      National Drug License Number Z20054251. The production and sales of these
      medicines will start from the third quarter of 2005.





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 loans from
      various financial institutions or through an offering of our shares after the
      filing of a registration statement with the Securities and Exchange Commission.
      We anticipate that in order to finance our business plans and accomplish our
      goals, we will need to raise approximately $15,000,000 from the second quarter
      of year 2005 to the end of year 2006. We expect to finish the filing of a
      registration statement with the Securities and Exchange Commission by the end
      of
      the third quarter of 2005. The capital raise is intended to be accomplished
      largely through conventional loans from Chinese banks with our current property
      as the collateral before the registration statement is effective. We intend
      to
      utilize these funds for R & D, production, marketing and sales,
      administration, and acquisitions and mergers of Hunan Changde and Hunan Jinjin
      or more pharmaceutical companies that will foster and promote our business
      objectives. ****





Since
      inception, we have expended approximately $795,000 on research and product
      development, and $2,238,000 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.














-14-





**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.





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 six months ended June 30, 2005 compared to six months ended
      June 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 $7,212,981 through June 30, 2005, including
      non-cash stock-based consulting expense of $3,617,946 from the issuance of
      common stock and granting stock warrants to consultants.





























-15-





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




**Operating
      Expenses**






For
      the
      six months ended June 30, 2005, total operating expenses were $3,129,120 as
      compared to $307,124 for the six months ended June 30, 2004, an increase of
      $2,821,996, or approximately 918.8%. Included in this increase was:






·
            For
                the six months ended June 30, 2005, we incurred research and development
                expense of $53,393 compared to $68,793 for the six months ended June
                30,
                2004, a decrease of $15,400 or 22%. The decrease was due to a decrease
                in
                amounts of materials consumed in our product development.




·
            For
                the six months ended June 30, 2005, we incurred professional fees
                of
                $67,468 as compared to $105,248 for the six months ended June 30,
                2004, a
                decrease of $37,780 or 36%. The decrease was due to a decreasein
                amounts paid to various consultants and professionals related to
                our
                patents and related legal matters.


·
            Stock-based
                compensation expense increased to $2,837,946 for the six months ended
                June
                30, 2005 from $0 for the six months ended June 30, 2004. The increase
                in
                stock-based compensation expense was attributable to the amortization
                of
                deferred compensation related to previously granted stock warrants
                and the
                granting of common stock to consultants for business development
                services
                rendered. As of June 30, 2005, we had deferred consulting expense
                of
                $1,052,000 that 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 six months ended June 30, 2005, general and administrative expenses
                were $170,313 as compared to $133,083 for the six months ended June
                30,
                2004, an increase of $37,230, or approximately 28%. 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
      six months ended June 30, 2005, interest expense was $66,703 as compared to
      $25,269 for the six months ended June 30, 2004 and was related to an increase
      in
      borrowings.






For
      the
      six months ended June 30, 2004, we recorded a gain on sale of marketable
      securities of $46,112 as compared to $0 for the six months ended June 30, 2005.






For
      the
      six months ended June 30, 2005, we recorded other income of $43,791 as compared
      to $0 for the six months ended June 30, 2004 due to the receipt of government
      subsidiaries.






As
      a
      result of these factors, we reported a net loss of $3,149,223 or $.09 per share
      for the six months ended June 30, 2005, as compared to a net loss of $286,281
      or
      $.01 per share for the six months ended June 30, 2004.




**LIQUIDITY
      AND CAPITAL RESOURCES**




At
      June
      30, 2005, we had cash and cash equivalents of $219,757.




Net
      cash
      used in operating activities for the six months ended June 30, 2005 was $891,604
      as compared to net cash used in operating activities of $43,913 for the six
      months ended June 30, 2004 and primarily related to our net loss.











-16-





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




Net
      cash
      used in investing activities for the six months ended June 30, 2005 was $230,797
      as compared to net cash used in investing activities for the six months ended
      June 30, 2004 of $859,604. For the six months ended June 30, 2005, we used
      cash
      for capital expenditures of $230,797. For the six months ended June 30, 2004,
      we
      used cash for capital expenditures of $980,523 offset by cash provided from
      the
      sale of marketable securities of $120,919.




Net
      cash
      provided by financing activities for the six months ended June 30, 2005 was
      $289,033 as compared to net cash provided by financing activities for the six
      months ended June 30, 2004 of $165,586. For the six months ended June 30, 2005,
      we received net proceeds of $363,507 from related party advances offset by
      the
      repayment of loans and mortgages payable of $74,474. For the six months ended
      June 30, 2004, we received net proceeds of $165,586 from mortgages to acquire
      our land rights offset by the repayment of loans $555.




We
      currently have no material commitments for capital expenditures.




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




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.










-17-





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





**Going
      Concern**





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




**Off
      Balance Sheet Arrangements**




The
      Company has no off balance sheet arrangements for the period ending June 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 Acting Chief Financial Officer (collectively, the
“Certifying Officers”) are responsible for establishing and maintaining
      disclosure controls and procedures for us. Based upon such officers’ evaluation
      of these controls and procedures as of a date as of the end of the period
      covered by this Quarterly Report, and subject to the limitations noted
      hereinafter, the Certifying Officers have concluded that our disclosure controls
      and procedures are effective to ensure that information required to be disclosed
      by us in this Quarterly Report is accumulated and communicated to management,
      including our principal executive officers as appropriate, to allow timely
      decisions regarding required disclosure.





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





























-18-


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





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





**PART
      II**





**Item
      1. Legal Proceedings**





None





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





In
      2004,
      in connection with a consulting agreement, we issued into escrow 1,400,000
      shares of the Company's common stock. On April 4, 2005, these shares were
      released from escrow and delivered to the consultant according to communications
      between the Company and the consultant.





On
      May 2,
      2005, we granted 1,000,000 shares of common stock to our new consultant, Inline
      (Far East) Limited, for business development and research & development
      services. The Company valued these shares at the quoted trading price on the
      date of grant of $0.60 per common share or $600,000.





On
      May 6,
      2005, we granted 1,000,000 shares of common stock to our new consultant,
      Creative Idea Enterprise Limited, for business development and marketing
      services. The Company valued these shares at the quoted trading price on the
      date of grant of $0.60 per common share or $600,000.





**Item
      3. Defaults upon Senior Securities**





None





**Item
      4. Submission of Matters to a Vote of Security Holders**





None





**-19-**








**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


**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:
      August 19, 2005     /s/
      Wenxia Guo


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


Wenxia
      Guo


Chief
      Executive Officer, Director


(Principal
      Executive Officer)





Date:
      August 19, 2005     /s/
      Peiyi
      Tian


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


Peiyi
      Tian


VP,
      Treasurer, CFO, Director


(Principal
      Financial and Accounting Officer)





Date:
      August 19, 2005     /s/
      JianJun Liu


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


JianJun
      Liu, Director





Date:
      August 19, 2005     /s/
      Huimin Zhang


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


Huimin
      Zhang, Director











-20-