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

Form 10-QSB/A

[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, 15th 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                                                   | 3      
|Consolidated Balance Sheet, June 30, 2005 (unaudited)                           | 3      
|Consolidated Statements of Operations for the three and six month periods ended
|June 30, 2005 (unaudited) and June 30, 2004 (unaudited)                         | 4      
|Consolidated Statements of Stockholders' Equity for six month periods          
|ended June 30, 2005 and 2004 (unaudited)                                        | 5      
|Consolidated Statements of Cash Flows for the six month periods                
|ended June 30, 2005 and 2004 (unaudited)                                        | 6      
|Notes to Consolidated Financial Statements, June 30, 2005 (unaudited)           | 7      
|Item 2.  Management's Discussion and Analysis or Plan of Operation              | 12     
|Item 3.  Controls and Procedures                                                | 17     
|PART II.  OTHER INFORMATION                                                    
|Item 1.  Legal Proceedings                                                      | 19     
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds            | 19     
|Item 3.  Defaults Upon Senior Securities                                        | 19     
|Item 4.  Submission of Matters to a Vote of Security Holders                    | 19     
|Item 5.  Other Information                                                      | 19     
|Item 6.  Exhibits                                                               | 19     
|Signatures                                                                      | 20     

This Quarterly Report on Form
10-QSB/A of Worldwide Biotech & Pharmaceutical Company for the fiscal quarter ended
June 30, 2005 is being filed for the purpose of

| | o | revising certain disclosures and accounting treatment related to 1,400,000 shares of
common stock and 3,000,000 warrants that were incorrectly valued. We initially valued
these equity instruments using the fair value at date of grant and was amortizing the
value over the service period. Since these shares and warrants are earned over the term of
the agreement and are subject to forfeiture, the Company revised its financial statements
and has accounted for these under variable accounting. Accordingly, the Company records at
fair value the unearned shares and warrants each period through the term of the agreement
or release from escrow.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | to
reflect the Company as a development stage enterprise as defined under paragraph 8 and 9
of SFAS 7.
| | - | ------------------------------------------------------------------------------------------------------

This
report on Form 10QSB/A supercedes in its entirety the previously filed Quarterly Report
for June 30, 2005.

2

PART I  FINANCIAL
INFORMATION

Item 1. Financial
Statements

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                                                  (A DEVELOPMENT
STAGE COMPANY)                                       CONSOLIDATED BALANCE SHEET (RESTATED- SEE NOTE 2)  
                                                     June 30,2005
                                                          (Unaudited)

|                                                                     |             
|-------------------------------------------------------------------- | ------------
|ASSETS                                                               |             
|CURRENT ASSETS:                                                     
|Cash and cash equivalents                                            | $    219,757
|Marketable securities                                                | 235,264     
|Prepayments and other current assets                                 | 749,002     
|                                                                     |             
|Total Current Assets                                                 | 1,204,023   
|PROPERTY AND EQUIPMENT (Net of accumulated depreciation of $138,634) | 2,099,437   
|OTHER ASSET, net                                                    
|                                                                     | 521,641     
|                                                                     |             
|Total Assets                                                         | $ 3,825,101 
|                                                                     |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                
|CURRENT LIABILITIES:                                                
|Loans payable                                                        | $ 1,751,208 
|Current portion of mortgages payable                                 | 34,289      
|Accounts payable                                                     | 579,165     
|Due to related parties                                               | 363,507     
|Other current liabilities                                            | 46,510      
|                                                                     |             
|Total Current Liabilities                                            | 2,774,679   
|                                                                     |             
|MORTGAGES PAYABLE, less current portion                              | 241,028     
|                                                                     |             
|STOCKHOLDERS' EQUITY:                                               
|Common stock ($.001 Par Value; 90,000,000 Shares Authorized;        
|38,657,102 shares issued and outstanding)                            | 38,657      
|Additional paid-in capital                                           | 9,326,434   
|Deficit accumulated during development stage                         | (7,086,492) 
|Less: Deferred compensation                                          | (1,052,000) 
|Less: Accumulated other comprehensive loss                           | (417,205)   
|                                                                     |             
|Total Stockholders' Equity                                           | 809,394     
|                                                                     |             
|Total Liabilities and Stockholders' Equity                           | $ 3,825,101 
|                                                                     |             

See
notes to consolidated financial statements

3

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                                                 (A DEVELOPMENT
STAGE COMPANY)                                 CONSOLIDATED STATEMENTS OF OPERATIONS
(RESTATED - SEE NOTE 2)                                                          (Unaudited)

|                                               | For the Three Months Ended
June 30,
2005            2004 | For the Six Months Ended
June 30,
2005            2004 | For the Period
from November 26,
2001 (inception)
to
June 30,
2005
|---------------------------------------------- | -------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------------------------
|NET REVENUES                                   |                                                          |                                                        | $                                                                 
|                                               |                                                          |                                                        |                                                                   
|OPERATING EXPENSES:                            |                                                          |                                                       
|Research and development                       |                                                          |                                                        |                                                                   
|Professional fees                              |                                                          |                                                        |                                                                   
|Stock-based consulting expense                 |                                                          |                                                        |                                                                   
|General and administrative                     |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   
|Total Operating Expenses                       |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   
|LOSS FROM OPERATIONS                           |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   
|OTHER INCOME (EXPENSES):                       |                                                          |                                                       
|Interest income                                |                                                          |                                                        |                                                                   
|Interest expense                               |                                                          |                                                        |                                                                   
|Other income                                   |                                                          |                                                        |                                                                   
|Realized gain on sale of marketable securities |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   
|Total Other Income (Expenses)                  |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   
|NET LOSS                                       |                                                          |                                                        | $                                                                 
|                                               |                                                          |                                                        |                                                                   
|NET LOSS PER COMMON SHARE - BASIC AND DILUTED: |                                                          |                                                       
|Net loss per common share                      |                                                          |                                                        | $                                                                 
|                                               |                                                          |                                                        |                                                                   
|Weighted Common Shares Outstanding             |                                                          |                                                       
|- basic and diluted                            |                                                          |                                                        |                                                                   
|                                               |                                                          |                                                        |                                                                   

See notes to
consolidated financial statements

4

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                                                  (A DEVELOPMENT
STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (RESTATED  SEE
NOTE 2) For the Years Ended December 31, 2005 and 2004

|                                   | Common Stock, $.001 Par
Value |  |  |            |  |  
|---------------------------------- | ----------------------------- |  |  | ---------- |  | -
|
|Balance, December 31, 2003         |                               |  |  | 33,600,000 |  |  
|                                   |                               |  |  |            |  |  
|Issuance of common stock pursuant  |                               | 
|to share exchange agreement        |                               |  |  | 1,057,102  |  |  
|Issuance of common shares for      |                               | 
|services                           |                               |  |  | 600,000    |  |  
|Valuation of contingently issuable |                               | 
|shares                             |                               |  |  | --         |  |  
|Value attributable to grant of     |                               | 
|stock warrants                     |                               |  |  | --         |  |  
|Other comprehensive loss:          |                               | 
|Net loss                           |                               | 
|                                   |                               |  |  | --         |  |  
|Comprehensive loss - change in     |                               | 
|unrealized loss on marketable      |                               | 
|securities-net of                  |                               | 
|taxes of $0                        |                               |  |  | --         |  |  
|                                   |                               |  |  |            |  |  
|Total comprehensive loss           |                               |  |  | --         |  |  
|                                   |                               |  |  |            |  |  
|Balance, December 31, 2004         |                               |  |  | 35,257,102 |  |  
|Issuance of common shares for      |                               | 
|services                           |                               |  |  | 2,000,000  |  |  
|Valuation of contingently shares   |                               | 
|issued for services                |                               |  |  | 1,400,000  |  |  
|Value attributable to grant of     |                               | 
|stock warrants                     |                               |  |  | --         |  |  
|Amortization of deferred           |                               | 
|compensation                       |                               |  |  |            |  |  
|Other comprehensive loss:          |                               | 
|Net loss                           |                               |  |  |            |  |  
|Comprehensive loss - change in     |                               | 
|unrealized loss on marketable      |                               | 
|securities-net of                  |                               | 
|taxes of $0                        |                               |  |  |            |  |  
|                                   |                               |  |  |            |  |  
|Total comprehensive loss           |                               |  |  | --         |  |  
|                                   |                               |  |  |            |  |  
|Balance, June 30, 2005             |                               |  |  | 38,657,102 |  | $
|                                   |                               |  |  |            |  |  

See notes to
consolidated financial statements

5

WORLDWIDE BIOTECH & PHARMACEUTICAL
COMPANY AND SUBSIDIARY                                              (A DEVELOPMENT STAGE
COMPANY)                              CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED -
SEE NOTE 2)                                                       (Unaudited)

|                                                      | For the Six Months Ended
June 30,
2005                2004 | For the Period
From November 26,
2001 (inception) to
June 30,
2005
|----------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                 |                                                            |                                                                   
|Net Loss                                              |                                                            |                                                                   
|Adjustments to reconcile net loss to net cash used in |                                                            |                                                                   
|operating activities:                                 |                                                            |                                                                   
|Depreciation and amortization                         |                                                            |                                                                   
|Stock-based compensation                              |                                                            |                                                                   
|Gain on sale of marketable securities                 |                                                            |                                                                   
|Changes in assets and liabilities:                    |                                                            |                                                                   
|Prepayments and other current assets                  |                                                            |                                                                   
|Accounts payable                                      |                                                            |                                                                   
|Other current liabilities                             |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|NET CASH USED IN OPERATING ACTIVITIES                 |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|CASH FLOWS FROM INVESTING ACTIVITIES:                 |                                                            |                                                                   
|Proceeds from sale of marketable securities           |                                                            |                                                                   
|Investment in marketable securities                   |                                                            |                                                                   
|Capital expenditures                                  |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|NET CASH FLOWS USED IN INVESTING ACTIVITIES           |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                 |                                                            |                                                                   
|Capital contributions                                 |                                                            |                                                                   
|Proceeds from loans payable                           |                                                            |                                                                   
|Proceeds from related party advances                  |                                                            |                                                                   
|Payments on loans payable                             |                                                            |                                                                   
|Proceeds from mortgage payable                        |                                                            |                                                                   
|Payments on mortgages payable                         |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|EFFECT OF EXCHANGE RATE CHANGES IN CASH               |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|NET DECREASE IN CASH                                  |                                                            |                                                                   
|CASH - beginning of period                            |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|CASH - end of period                                  |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:    |                                                            |                                                                   
|Cash paid for:                                        |                                                            |                                                                   
|Interest                                              |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|Income taxes                                          |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|                                                      |                                                            |                                                                   
|Non-cash investing and financing activities:          |                                                            |                                                                   
|Acquisition of land rights for loan payable           |                                                            |                                                                   
|                                                      |                                                            |                                                                   

See notes to
consolidated financial statements

6

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

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

On April 20, 2004, as amended on
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.

7

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.

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

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.

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  RESTATEMENT OF 2005

For the six months ending June 30,
2005, the Company revised certain accounting treatment and disclosure related to 1,400,000
shares of common stock and 3,000,000 warrants that were incorrectly valued. The Company
initially valued these equity instruments using the fair value at date of grant and was
amortizing the value over the service period. Since these shares and warrants are earned
over the term of the agreement and are subject to forfeiture, the Company revised its
financial statements and has accounted for these under variable accounting. Accordingly,
the Company records at fair value the unearned shares and warrants each period through the
term of the agreement or release from escrow. The adjustments to the financial statements
for the adjustments were as follows:

9

1.    
          Balance Sheet:

a)       
          Additional paid-in capital decreased by $126,489 to $ 9,326,434 from $9,452,923
          related to the revaluation of warrants and common stock under the variable
          method of accounting.

b)       
          The Companys deficit accumulated during development stage increased by
          $7,086,492 related to the revaluation of warrants and common stock under the
          variable method of accounting in the current period and for the year ended
          December 31, 2004.

2.    
          Statement of Operations:

a)       
          Stock-based compensation expense decreased by $362,318 and related to the
          revaluation of warrants and common stock under the variable method of accounting
          in the current period. Net loss decreased by $362,318 to $2,786,905 from
          $3,149,223. Additionally, the Company added a column to the statement of
          operations to reflect cumulative net losses since inception and a column of
          operation results for three months end on June 30, 2005.

3.    
          Statement of Cash Flows:

a)       
          For the six months ended June 30, 2005, net loss decreased by $362,318 to
          $2,786,905 from $3,149,223. Additionally, the Company added a column to the
          statement of cash flows to reflect cumulative cash flow activity since inception
          and a column of operation results for three months end on June 30, 2005.

NOTE 3  OTHER ASSET

On May 15, 2002, the Company entered
into an agreement with the Chinese government, whereby the Company acquired for $556,085
the rights to use certain land until May 14, 2052. The Company is amortizing this land use
right over the contract period of 50 years. For the six months ended June 30, 2005 and
2004, amortization expense amounted to $5,450 and $6,563, respectively.

NOTE 4  RELATED
PARTY TRANSACTIONS

Due to related party

The Chief Executive Officer and a
shareholder, from time to time, provided advances to the Company for operating expenses.
These advances are short-term in nature and non-interest bearing. The amount due to these
related parties at June 30, 2005 was $363,507.

NOTE 5 
STOCKHOLDERS EQUITY

Common stock

In 2004, in connection with a
consulting agreement, the Company issued into escrow 1,400,000 shares of the
Companys common stock. On April 4, 2005, the Company issued and released to this
consultant all 1,400,000 shares of common stock under the provision in the consulting
agreement which is quoted as: If a loan commitment is obtained with current rates
and terms the company is obligated to take it but if refused by China Biotech the shares
and warrants will be considered earned. Since these shares were earned over the term
of the agreement and were subject to forfeiture, the Company has accounted for these under
variable accounting. Accordingly, the Company records at fair value the unearned shares
each period through the term of the agreement. For the six months ended June 30, 2005, the
Company has recognized stock compensation and additional paid-in capital of $1,528,333,
respectively.

10

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.

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 be amortized over the
service period.

Warrants

On December 14, 2004, in connection
with a consulting agreement, the Company granted 3,000,000 warrants to purchase 3,000,000
shares of common stock as follows: 500,000 must be exercised at an exercise price of $.75
per share with 4 months of the effective date of the Registration Statement on Form SB-2,
800,000 at $1.50 per share within 6 months of the same date, 900,000 at $2.50 per share
within 9 months of the same date, and 800,000 at $3.50 per share within 12 months of the
same date. The fair value of this warrant grant was estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average assumptions
dividend yield of -0- percent; expected volatility of 112 percent; risk-free interest rate
of 4.50 percent and an expected holding periods ranging from 4 months to one year.

Since these warrants are earned over
the term of the agreement and are subject to forfeiture, the Company has accounted for
these under variable accounting method pursuant to EITF 96-18. Accordingly, the Company
recorded at fair value the calculated value of the warrants earned at the end of each
period until the warrants are earned. On April 4, 2005, the Company issued and released to
this consultant all 3,000,000 warrants under the provision in the consulting agreement
which is quoted as: If a loan commitment is obtained with current rates and terms
the company is obligated to take it but if refused by China Biotech the shares and
warrants will be considered earned. For the six months ended June 30, 2005, the
Company recognized additional stock compensation and additional paid in capital of
$799,295, respectively.

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

|                                        | Shares | Weighted
Average
Exercise
Price
|--------------------------------------- | ------ | -------------------------------
|Outstanding at December 31, 2004        |        |                                
|Granted                                 |        |                                
|Exercised                               |        |                                
|Forfeited                               |        |                                
|Outstanding at June 30, 2005            |        |                                
|                                        |        |                                
|Warrants exercisable at end of year     |        |                                
|                                        |        |                                
|Weighted-average fair value of warrants |        |                                
|granted during the period               |        |                                
|                                        |        |                                
|                                        |        |                                

11

The following information applies to
all warrants outstanding at June 30, 2005:

|  |   | Warrants Outstanding | Warrants Exercisable
|- | - | -------------------- | --------------------
|
|$ | 0 | .75                  |                     
|$ | 1 | .50                  |                     
|$ | 2 | .50                  |                     
|$ | 3 | .50                  |                     
|  |   |                      |                     
|  |   |                      |                     
|  |   |                      |                     

# NOTE 6  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 7  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.

# 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.

12

# 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 $600,000.00 U.S.
Dollars of which Daiying will investment $445,000.00 for 90 percent of Shaanxi Daiying and
Jinyou will invest approximately $155,000.00 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.

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.

13

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
$7,086,492 through June 30, 2005, including non-cash stock-based consulting expense of
$4,304,221 from the issuance of common stock and granting stock warrants to consultants.

15

# Operating Expenses

For the six months ended June 30,
2005, total operating expenses were $2,766,802 as compared to $307,124 for the six months
ended June 30, 2004, an increase of $2,459,678, or approximately 800.9%. Included in this
increase was:

| | o | 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 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 decrease in amounts paid to various consultants and
professionals related to our patents and related legal matters.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Stock-based compensation expense increased to $2,475,628 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 valuation of common stock and warrants under
the variable accounting method for common stock and warrants and for the issuance of
common stock granted to consultants for business development services rendered. As of 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 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 $2,786,905 or $.08 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.

# Results of Operations
for three months ended June 30, 2005 compared to three 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
$7,086,492 through June 30, 2005, including non-cash stock-based consulting expense of
$4,304,221 from the issuance of common stock and granting stock warrants to consultants.

# Operating Expenses

For the three months ended June 30,
2005, total operating expenses were $2,120,056 as compared to $183,720 for the three
months ended June 30, 2004, an increase of $1,936,336, or approximately 1,054%. Included
in this increase was:

| | o | For the three months ended June 30, 2005, we incurred research and development expense of
$11,180 compared to $43,030 for the three months ended June 30, 2004, a decrease of
$31,850 or 74%. The decrease was due to a decrease in amounts of materials consumed in our
product development.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | For the three months ended June 30, 2005, we incurred professional fees of $38,607 as
compared to $60,472 for the three months ended June 30, 2004, a decrease of $21,865 or
36%. The decrease was due to a decrease in amounts paid to various consultants and
professionals related to our patents and related legal matters.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

| | o | Stock-based compensation expense increased to $1,970,655 for the three months ended June
30, 2005 from $0 for the three months ended June 30, 2004. The increase in stock-based
compensation expense was attributable to the valuation of common stock and warrants under
the variable accounting method for common stock and warrants and for the issuance of
common stock granted to consultants for business development services rendered. As of 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | For the three months ended June 30, 2005, general and administrative expenses were $99,614
as compared to $80,218 for the three months ended June 30, 2004, an increase of $19,396,
or approximately 24%. In the 2005 period, we incurred additional marketing fees,
travel-related expenses and other administrative expenses due to the continued
implementation of our business plan.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the three months ended June 30,
2005, interest expense was $19,672 as compared to $16,894 for the three months ended June
30, 2004 and was related to an increase in borrowings.

For the three months ended June 30,
2005, we recorded other income of $90,822 as compared to $0 for the three months ended
June 30, 2004 due to the receipt of government subsidiaries.

As a result of these factors, we
reported a net loss of $2,048,906 or $.05 per share for the three months ended June 30,
2005, as compared to a net loss of $200,614 or $.01 per share for the three 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 $886,154 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.

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 $165,031. 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.

17

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

Currently, the Peoples Republic
of China is in a period of growth and is constantly promoting business development in
order to bring more business into China. Additionally, a Chinese corporation can be owned
by United States corporation, however, the laws and regulations of China are subject to
change and in the event the said change occurs, it may affect the ability of Company to
operate in the Peoples Republic of China.

Our future success depends on the
continued services of our executive management currently in place. The loss of any of
their services could be detrimental to us and could have an adverse affect on business
development. Future success is also dependent on the ability to identify, hire, train, or
retain other qualified employees. Competition for these individuals is intense and
increasing. Going Concern

The report from of our independent
registered public accounting firm on our audited financial statements 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.

18

# Item 3. Controls and
Procedures

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

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

Our management, including each of the
Certifying Officers, does not expect that our disclosure controls or our internal controls
will prevent all error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected. 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.

19

# 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 under the provision in the consulting agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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
| | ----

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 2002

31.2     Certification of the
Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of
Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002

32.2    
                 Certification of Chief Financial Officer Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

20

SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

|                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: Nov 14, 2005
                 
                 
                 
                 
Date:  Nov 14, 2005
                 
                 
                 
                 
Date: Nov 14, 2005
                 
                 
Date: Nov 14, 2005 | Worldwide Biotech & Pharmaceutical Company
/s/ Wenxia Guo
------------------------------------
Wenxia Guo
Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Peiyi Tian
-----------------------------------
Peiyi Tian
VP, Treasurer, CFO, Director
(Principal Financial and Accounting Officer)
/s/ JianJun Liu
-----------------------------------
JianJun Liu, Director
/s/ Huimin Zhang
-----------------------------------
Huimin Zhang, Director