**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, 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**


-
          1
          -


**PART
      I - FINANCIAL
      INFORMATION**





**Item
      1. Financial Statements**








**WORLDWIDE
      BIOTECH AND PHARMACEUTICAL COMPANY**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





JUNE
      30,
      2007


(UNAUDITED)








**Contents**
            
            **Page**Consolidated
                Balance Sheet at June 30, 2007
            
            3Consolidated
                Statements of Operations for the Three and Six Months Ended June
                30, 2007
                and 200
            
            4Consolidated
                Statements of Cash Flows for the Six Months Ended June 30, 2007 and
                2006
            
            5Notes
                to the Consolidated Financial Statements
            
            6
                - 9








-
          2
          -


**WORLDWIDE
      BIOTECH PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONSOLIDATED
      BALANCE SHEET


(UNAUDITED)





**June
                30, 2007****ASSETS**CURRENT
                ASSETS:Cash
            
            $
            96,198Accounts
                receivable, net of allowance for doubtful accounts of
            
            
            140,374Inventories
            
            
            282,871Prepayments
                and other current assets
            
            
            120,988Total
                Current Assets
            
            
            640,431PROPERTY
                AND EQUIPMENT - Net
            
            
            5,196,498LICENSES,
                net
            
            
            18,284LAND
                USE RIGHTS, net
            
            
            688,818**Total
                Assets**
            
            $
            6,544,031**LIABILITIES
                AND STOCKHOLDERS' EQUITY**CURRENT
                LIABILITIES:Loan
                payable
            
            $
            618,461Note
                payable
            
            
            174,097Current
                maturities of mortgages payable
            
            
            33,053Note
                payable - bank
            
            
            1,288,461Accounts
                payable
            
            
            391,136Due
                to related parties
            
            
            3,020,454Other
                current liabilities
            
            
            497,196Total
                Current Liabilities
            
            
            6,022,858MORTGAGES  PAYABLE,
                net of current maturities
            
            
            181,229MINORITY
                INTEREST
            
            
            328,846**Total
                Liabilities**
            
            
            6,532,933**STOCKHOLDERS'
                EQUITY:**Common
                stock $.001 par value; 90,000,000 shares authorized; 53,915,653 shares
                issued and outstanding
            
            
            53,916Additional
                paid-in capital
            
            
            12,320,158Accumulated
                deficit
            
            
            (12,379,806
            )Accumulated
                other comprehensive loss:Foreign
                currency translation gain
            
            
            16,830Total
                Stockholders' Equity
            
            
            11,098**Total
                Liabilities and Stockholders' Equity**
            
            $
            6,544,031







**See
      accompanying notes to the consolidated financial
      statements.**


-
          3
          -


**WORLDWIDE
      BIOTECH PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONSOLIDATED
      STATEMENTS OF OPERATIONS


(UNAUDITED)





For
                The Three Months Ended
            
            
            For
                The Six Months EndedJune
                30,
            
            
            June
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006NET
                REVENUES
            
            $
            121,779
            
            
            $
            91,312
            
            
            $
            143,541
            
            
            $
            202,633COST
                OF GOODS SOLD
            
            
            104,326
            
            
            
            78,074
            
            
            
            123,146
            
            
            
            184,091GROSS
                PROFIT
            
            
            17,453
            
            
            
            13,238
            
            
            
            20,395
            
            
            
            18,542OPERATING
                EXPENSES:Selling
                expenses
            
            
            7,978
            
            
            
            34,493
            
            
            
            14,665
            
            
            
            46,864Research
                and development
            
            
            48,475
            
            
            
            15,036
            
            
            
            48,475
            
            
            
            29,328Professional
                fees
            
            
            (10,907
            )
            
            
            21,312
            
            
            
            4,093
            
            
            
            101,749Stock-based
                compensation
            
            
            385,500
            
            
            
            249,500
            
            
            
            585,000
            
            
            
            599,000General
                and administrative
            
            
            58,960
            
            
            
            194,012
            
            
            
            318,098
            
            
            
            361,694Total
                Operating Expenses
            
            
            490,006
            
            
            
            514,353
            
            
            
            970,331
            
            
            
            1,138,635LOSS
                FROM OPERATIONS
            
            
            (472,553
            )
            
            
            (501,115
            )
            
            
            (949,936
            )
            
            
            (1,120,093
            )OTHER
                INCOME (EXPENSE):Interest
                income
            
            
            -
            
            
            
            43
            
            
            
            -
            
            
            
            117Interest
                expense
            
            
            (40,919
            )
            
            
            (62,429
            )
            
            
            (91,590
            )
            
            
            (141,918
            )Other
                income (expense)
            
            
            (2,276
            )
            
            
            (412
            )
            
            
            -
            
            
            
            14,672Realized
                gain on sale of marketable securities
            
            
            3,535
            
            
            
            -
            
            
            
            23,044
            
            
            
            -Total
                Other Income (Expenses)
            
            
            (39,660
            )
            
            
            (62,798
            )
            
            
            (68,546
            )
            
            
            (127,129
            )LOSS
                BEFORE MINORITY INTEREST
            
            
            (512,213
            )
            
            
            (563,913
            )
            
            
            (1,018,482
            )
            
            
            (1,247,222
            )MINORITY
                INTEREST
            
            
            29,334
            
            
            
            (135,842
            )
            
            
            (53,972
            )
            
            
            (135,842
            )NET
                LOSS
            
            
            (541,547
            )
            
            
            (428,071
            )
            
            
            (964,510
            )
            
            
            (1,111,380
            )OTHER
                COMPREHENSIVE INCOMEChange
                in unrealized gain on marketable securities
            
            
            -
            
            
            
            242,932
            
            
            
            32,793
            
            
            
            277,419Foreign
                currency translation gain
            
            
            (4,020
            )
            
            
            374
            
            
            
            (21,361
            )
            
            
            14,435COMPREHENSIVE
                LOSS
            
            $
            (545,567
            )
            
            $
            (184,765
            )
            
            $
            (953,078
            )
            
            $
            (819,526
            )**NET
                LOSS PER COMMON SHARE - BASIC AND DILUTED:**Net
                loss per common share
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )Weighted
                Common Shares Outstanding - basic and diluted
            
            
            53,915,653
            
            
            
            40,357,502
            
            
            
            48,850,833
            
            
            
            40,283,979







**See
      accompanying notes to the consolidated financial
      statements.**


-
          4
          -


**WORLDWIDE
      BIOTECH PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(UNAUDITED)





**For
                the Six Months ended June 30,****2007**
            
            
            **2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (464,072
            )
            
            $
            --
            
            
            $
            (964,510
            )
            
            $
            (1,111,380
            )Adjustments
                to reconcile net loss to net cash used inoperating
                activities:Depreciation
                and amortization
            
            
            135,455
            
            
            
            
            
            
            
            135,455
            
            
            
            192,820Stock-based
                compensation
            
            
            -
            
            
            
            
            
            
            
            585,000
            
            
            
            599,000Minority
                interest
            
            
            (53,972
            )
            
            
            
            
            
            
            (53,972
            )
            
            
            (135,842
            )Gain
                on sale of marketable securities
            
            
            (23,044
            )
            
            
            
            
            
            
            (23,044
            )
            
            
            -Changes
                in assets and liabilities:Accounts
                receivable
            
            
            27,278
            
            
            
            
            
            
            
            27,278
            
            
            
            (29,540
            )Inventories
            
            
            (731
            )
            
            
            
            
            
            
            (731
            )
            
            
            (75,042
            )Prepayments
                and other current assets
            
            
            69,363
            
            
            
            
            
            
            
            69,363
            
            
            
            8,927Accounts
                payable
            
            
            60,653
            
            
            
            
            
            
            
            60,653
            
            
            
            (85,631
            )Other
                current liabilities
            
            
            (593,068
            )
            
            
            -
            
            
            
            (678,068
            )
            
            
            (10,863
            )NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (842,138
            )
            
            
            -
            
            
            
            (842,576
            )
            
            
            (647,551
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of marketable securities
            
            
            160,017
            
            
            
            
            
            
            
            160,017
            
            
            
            -Cash
                used for business acquisitions
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            (425,303
            )Cash
                received from business acquisitions
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            13,784Purchase
                of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (14,382
            )NET
                CASH USED IN INVESTING ACTIVITIES
            
            
            160,017
            
            
            
            -
            
            
            
            160,017
            
            
            
            (425,901
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from loan payable
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            600,428Payments
                on loan payable
            
            
            (450,961
            )
            
            
            
            
            
            
            (450,961
            )
            
            
            (625,446
            )Proceeds
                from note payable - stockholder
            
            
            505,334
            
            
            
            
            
            
            
            505,334
            
            
            
            425,303Payments
                on mortgages payable
            
            
            (32,829
            )
            
            
            
            
            
            
            (32,829
            )
            
            
            (17,501
            )Proceeds
                from stockholders/officers
            
            
            636,099
            
            
            
            
            
            
            
            636,099
            
            
            
            685,544NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            657,643
            
            
            
            -
            
            
            
            657,643
            
            
            
            1,068,328EFFECT
                OF EXCHANGE RATE CHANGES ON CASH
            
            
            3,794
            
            
            
            -
            
            
            
            3,794
            
            
            
            (65
            )NET
                DECREASE IN CASH
            
            
            (20,684
            )
            
            
            -
            
            
            
            (21,122
            )
            
            
            (5,189
            )CASH
                at beginning of period
            
            
            115,019
            
            
            
            -
            
            
            
            117,320
            
            
            
            94,570CASH
                at end of period
            
            $
            94,335
            
            
            $
            -
            
            
            $
            96,198
            
            
            $
            89,381SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW  INFORMATION:Interest
                paid
            
            $
            200,801
            
            
            $
            --
            
            
            $
            200,801
            
            
            $
            139,407SUPPLEMENTAL
                DISCLOSURE OF NON-CASH TRANSACTION:Issuance
                of common stock for debt conversion
            
            $
            1,000,000
            
            
            $
            --
            
            
            $
            1,000,000
            
            
            $
            -







**See
      accompanying notes to the consolidated financial
      statements.**


-
            5
            -


**WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


June
      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
      the Company's common stock for the acquisition of all of the outstanding capital
      stock of Yangling Daiying Biological Engineering Co., Ltd. (“Daiying”). For
      financial accounting purposes, the exchange of stock has been 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, 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 neutraceutical products.





On
      December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li, minority
      shareholders of Ze An and Hua Yang, entered into a Consolidation and
      Reorganization Agreement (“Consolidation”). Pursuant to the Consolidation, Ze An
      merged into Hua Yang with Hua Yang as the 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. Hua Yang assumed all assets and liabilities of Ze An.




**Note
        2** - **Basis of presentation and 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 (“US 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 US 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 Worldwide Biotech
      & Pharmaceutical Company and its wholly-owned and majority-owned
      subsidiaries. All significant intercompany balances and transactions have been
      eliminated.





-
          6
          -




**WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 June
        30,
        2007
 **(UNAUDITED)**




***Summary
      of significant accounting policies***





Use
      of
      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 include the estimated useful lives of property, plant
      and
      equipment and intangible assets. Actual results could differ from those
      estimates.





Inventories





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





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 the likelihood of collection
      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.





Impact
      of New Accounting Standards





In
      July
      2006, the 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 157").  SFAS 157 defines fair value, establishes a framework
      for measuring fair value and expands disclosures about fair value
      measurements.  SFAS 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 158)*.*  SFAS 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 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 a material effect on the Company’s
      financial condition and results of operations.





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 159). SFAS 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 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.





-
          7
          -




**** **WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 June
        30,
        2007
 **(UNAUDITED)**






**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 $11,838,386 and a working
      capital deficiency of $4,061,259 at June 30, 2007 and had a net loss from
      operations and cash used in operations of $3,154,234 and $1,432,370 for the
      six
      months ended June 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
            
            $
            160.087Work
                in process
            
            
            33,233Finished
                goods
            
            
            89,551$
            282,871




**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 RMB4,834,560 (equivalent to $622,914
      at June 30, 2007) including RMB4,800,000 ($618,461) in principal and $4,453
      in
      interest as of June 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 $644,230
      due April 29, 2007 and $644,231 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 RMB5.0 million (equivalent to $644,230 at June 30, 2007) including
      $644,230 in principal and $0 in interest as of June 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 (equivalent to $1 million at the
      conversion date) 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
      conversion date (See Note 8 (ii)).




-
          8
          -




**WORLDWIDE
        BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 June
        30,
        2007
 **(UNAUDITED)**
  **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 (equivalent to $1 million at the
      conversion date) debt to 10,000,000 shares of the Company’s common stock at
      $0.10 per share, the close price of the Company’s common stock on the conversion
      date (See Note 7 (ii)).








-
          9
          -




**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.





-
          10
          -






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





To
      continue its research and development on HCV product development and facilitate
      the transition from focusing on research and development to engaging in both
      research and commercialization of new medical products the Company may have
      to
      rely on its ability to raise additional capital during the next twelve months.
      In the case that the Company does not meet its fundraising goal in the year
      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 six month period ended June 30, 2007
      and
      June 30, 2006. The data should be read in conjunction with the unaudited
      consolidated financial statements of the Company for the six month period ended
      June 30, 2007 and June 30, 2006 and related notes thereto.





**Results
      of operations for the six months ended June 30, 2007 as compared to the six
      months ended June 30, 2006**





**Revenues**





For
      the
      six months ended June 30, 2007, our revenues were $143,541 as compared to
      $202,633 for the six months ended June 30 2006, a decrease of $59,092. We
      attribute this decrease in net revenues to the efforts to meet the new
      regulations from the SFDA.





**Cost
      of goods sold and Gross Profit**





For
      the
      six months ended June 30, 2007, cost of goods sold amounted to $123,146 as
      compared to cost of sales of $184,091 for the six months ended June 30,
      2006.  Gross profit for the six months ended June 30, 2007 was $20,395
      or 14.2% of revenues, as compared to $18,542 or 9.2% of revenues for the six
      months ended June 30, 2006.





**Operating
      Expenses**





For
      the
      six months ended June 30, 2007, total operating expenses were $970,331 as
      compared to $1,138,635 for the six months ended June 30, 2006, a decrease of
      $168,304, or approximately (14.8%)..





Included
      in this decrease was:





·
            For
                the six months ended June 30, 2007, we incurred selling expense of
                $14,665
                compared to $46,864 for the six months ended June 30, 2006. The decrease
                was due to a decrease of sales activities in the first quarter of
                year
                2007.


·
            For
                the six months ended June 30, 2007, we incurred research and development
                expense of $48,475 compared to $29,328 for the six months ended June
                30,
                2006, an increase of $19,147 or 65.3%. 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 six months ended June 30, 2007, we incurred professional fees
                of
                $4,093 as compared to $101,749 for the six months ended June 30,
                2006, a
                decrease of $97,656, or (96.0%). The decrease was due to the professional
                fees paid in connection with Hua Yang and Ze An acquisitions and
                the legal
                proceeding in 2006.


·
            Stock-based
                compensation expense decreased to $585,000 for the six months ended
                June
                30, 2007 from $599,000 for the six months ended June 30,
                2006.  The decrease in stock-based compensation expense was
                attributable to the reduction of amortization of deferred
                compensation.


·
            For
                the six months ended June 30, 2007, general and administrative expenses
                were $318,098 as compared to $361,694 for the six months ended June
                30,
                2006, a decrease of $43,596, or approximately (12.1%). The decrease
                was
                attributable to the consolidation of Hua Yang and Ze An that reduced
                certaing general and administrative
                expenses.





For
      the
      six months ended June 30, 2007, interest expense was $91,500 as compared to
      $141,918 for the six months ended June 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 six months ended June 30, 2007, other
      income was $0.00 as compared to $14,672 for the six months ended June 30,
      2006.





As
      a
      result of these factors, The Company reported a net loss of $954,510 or $0.02
      per share for the six months ended June 30, 2007, as compared to a net loss
      of
      $1,111,380 or $0.03 per share for the same period in 2006.





-
          11
          -






**Results
      of Operations for the three months ended June 30, 2007 compared to the three
      months ended June 30, 2006**





**Revenues**





For
      the
      three months ended June 30, 2007, our revenues were $121,779 as compared to
      $91,312 for the three months ended June 30 2006, an increase of $30,467. We
      attribute this increase in net revenues to the Company’s establishment of its
      drug-screening assay (based on its in vitro cell culture system), and initiated
      drug screening for anti-HCV therapeutics, to an increased marketing effort,
      to
      the gradual acceptance of Shaanxi distribution network and to revenues generated
      from Hua Yang, a majority owned subsidiary.





**Cost
      of Sales and Gross Profit**





For
      the
      three months ended June 30, 2007, cost of sales amounted to $104,326 as compared
      to cost of sales of $78,074 for the three months ended June 30,
      2006.  Gross profit for the three months ended June 30, 2007 was
      $17,453, or 14.3% of revenues, as compared to $13,238, or 14.5% of revenues
      for
      the three months ended June 30, 2006.





**Operating
      Expenses**





For
      the
      three months ended June 30, 2007, total operating expenses were $490,006as
      compared to $514,353 for the three months ended June 30, 2006, a decrease of
      $24,347, or approximately (4.7%).





Included
      in this decrease was:





·
            For
                the three months ended June 30, 2007, we incurred selling expense
                of
                $7,978 compared to $34,493 for the three months ended June 30, 2006.
                The
                decrease was due to the fact that we built our sales network during
                2006
                and maintenance cost in 2007 is at the minimum
                cost.


·
            For
                the three months ended June 30, 2007, we incurred research and development
                cost of $48,475 compared to $15,036 for the three months ended June
                30,
                2006, an increase of $33,439. We attribute this increase to our increased
                research and development activities in
                2007.


·
            For
                the three months ended June 30, 2007, we incurred professional fees
                of
                $10,907 as compared to $21,312 for the three months ended June 30,
                2006, a
                decrease of $32,219, or 151.2%.  The decrease was due to a
                decrease in amounts paid to various consultants and professionals
                related
                to our patents and related legal
                matters.


·
            Stock-based
                compensation expense increased to $385,500 for the three months ended
                June
                30, 2007 from $249,500 for the three months ended June 30, 2006.
                The
                increase was attributable to the issuance of shares to three (3)
                employees
                to reward their extraordinary contributions made to the
                COmpany.


·
            For
                the three months ended June 30, 2007, general and administrative
                expenses
                were $58,960 as compared to $194,012 for the three months ended June
                30,
                2006, a decrease of $135,052, or approximately (69.6%). The decrease
                was
                attributable to the consolidation of Hua Yang and Ze An that reduced
                certaing general and administrative
                expenses.





For
      the
      three months ended June 30, 2007, interest expense was $40,919 as compared
      to
      $62,429 for the three months ended June 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 June 30, 2007,
      other
      income was $2,276 as compared to ($412) for the three months ended June 30,
      2006.





As
      a
      result of these factors, The Company reported a net loss of $541,547 or $0.01
      per share for the three months ended June 30, 2007, as compared to a net loss
      of
      $428,071 or $0.01 per share for the same period in 2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**





At
      June
      30, 2007, we had cash and cash equivalents of $96,198.





Net
      cash
      used in operating activities for the six months ended June 30, 2007 was $842,448
      as compared to net cash used in operating activities of $647,551 for the six
      months ended June 30, 2006.  For the six months ended June 30, 2007,
      we used cash to fund our loss of $964,510 and to fund our inventories of $731;
      accounts payable increased to $60,653, and received accounts receivable of
      $27,278, prepayments and other current assets of $69,363, accrued liabilities
      and other payable of $678,067, and by minority interest portion of non-majority
      owned subsidiaries’ losses, offset by non-cash items such as depreciation and
      amortization of $135,455, stock-based compensation of $585,000. For the six
      months ended June 30, 2006, we used cash to fund our loss of $1,111,380 and
      to
      fund accounts receivable of $29,540, inventories of $75,042, accounts payable
      and accrued expenses of $85,631, and other current liabilities of $10,863,
      increased by minority interests portion of non-majority owned subsidiaries
      losses, offset by non-cash items such as depreciation and amortization of
      $192,820, stock-based compensation of $599,000 and decreases in prepayments
      and
      other current assets of $8,927.





-
          12
          -






Net
      cash
      provided by investing activities for the six months ended June 30, 2007 was
      $160,017 as compared to net cash used in investing activities for the six months
      ended June 30, 2006 of $425,901. For the six months ended June 30, 2006, we
      used
      cash of $425,303 for business acquisitions, received cash of $13,784 from
      business acquisitions, and used cash for capital expenditures of
      $14,382.





Net
      cash
      provided by financing activities for the six months ended June 30, 2007 was
      $657,643 as compared to net cash provided by financing activities for the six
      months ended June 30, 2006 of $1,068,328.  For the six months ended
      June 30, 2007, the Company received $505,334 from a stockholder in the form
      of
      note payable and $636,099 from stockholders/officers; these were offset by
      the
      repayment of mortgages payable of $32,829 and payments on loans payable of
      $450,961. For the six months ended June 30, 2006, the Company received net
      proceeds of $600,428 from the proceeds of a loan, $425,303 from a stockholder
      in
      the form of note payable and $685,544 from stockholders/officers; these were
      offset by the repayment of mortgages payable of $17,501 and payments on loans
      payable of $625,446..





Overall,
      we have funded our cash needs for the six months ended June 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
      (equivalent to $1 million at the conversion date) debt at $0.10 per share,
      the
      close price of the Company’s common stock on the conversion date. This
      debt-to-equity transaction reduced the repayment to related parties and
      improved cash flow from financing activities.





The
      Company has not generated any significant cash flows from operations since
      its
      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.





-
          13
          -






**Efforts
      to improve the Company’s financial results**





The
      Company has incurred losses since its 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 4,860,000 Renminbi (approximately
      $626,000 at June 30, 2007) of our products. We expect our revenue for the year
      to be increased compared to the fiscal year ended December 31,
      2006.





(c)
            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 (equivalent to $1 million at the
      conversion date) debt to 10,000,000 shares of the Company’s common stock at
      $0.10 per share, the close price of the Company's common stock on the conversion
      date. This conversion will improve the liquidity of the Company and reduce
      debt
      servicing cost.





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 period ending June 30,
      2007.





**Impact
      of Recently Issued Accounting Pronouncements**





In
      July
      2006, the 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 157").  SFAS 157 defines fair value, establishes a framework
      for measuring fair value and expands disclosures about fair value
      measurements.  SFAS 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 158)*.*  SFAS
      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 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 a material effect on the Company’s
      financial condition and results of operations.





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 159). SFAS 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 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.





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**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 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 required with regard to significant deficiencies and material
      weaknesses.





Our
      management, including each of the Certifying Officers, does not expect that
      our
      disclosure controls or our internal controls will prevent all 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.







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          15
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**PART
      II**





**Item
      1. Legal Proceedings**





None.





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





On
      March
      30, 2007, the Company issued 10,000,000 shares of its common stock for the
      conversion of the indebtedness owed to related parties of $1.0 million at $0.10
      per share. The shares were issued in reliance on an exemption from registration
      provided by Regulation S under the Securities Act.





**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 were RMB4.8 million (equivalent to
      $618,461 at June 30, 2007) including $618,461 in principal and $0 in interest
      as
      of June 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 $644,230
      due April 29, 2007 and $644,231 due April 27, 2008. The note is currently past
      due. Total amount of the default were RMB5.0 million (equivalent to $644,231
      at
      June 30, 2007) including $644,231 in principal and $0 in interest as of June
      30,
      2007.





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





None.





**Item
      5. Other Information**





None.





**Item
      6. Exhibits and Reports**





The
      exhibitsand reports included in this report are indicated
      below.





**Exhibit
      No.      Description of Exhibit**




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


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


32.1      
      Section 1350 certification


32.2      
      Section 1350 certification




**Reports**On
      April
      3, 2007, the Company filed a Current Report on Form 8-K in connection with
      Item
      1.01 Entry into a Material Definitive Agreement and


Item 1.03 Unregistered Sales of Equity Securities.


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          16
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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:
                August 19, 2007
            **/s/
                Wenxia Guo**Wenxia
                GuoChief
                Executive Officer, Director(Principal
                Executive Officer)Date:
                August 19, 2007
            **/s/
                Peiyi Tian**Peiyi
                TianVP,
                Treasurer, CFO, Director(Principal
                Financial and Accounting Officer)Date:
                August 19, 2007
            **/s/
                Huimin Zhang**Huimin
                ZhangDirector







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