**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, 2006





[
      ]  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**
            **59-0950777**(State
                or other jurisdiction of Incorporation)
            (IRS
                Employer Identification Number)





4
      Fenghui
      South Road, 15thFloor,
      A10-11501


Jie
      Zuo
      Mansion, Xi’an, Shaanxi, P.R. China 71007586-29-88193339


(Address
      of principal executive offices)     (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 [ ]





The
      number of shares outstanding of each of the Issuer’s classes of common equity,
      as of the latest practicable date: As of June 30, 2006, there were 40,357,502
      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 [ 
]   No [X]





Transitional
      Small Business Disclosure Format (check one): Yes [   ]   No
      [X]





-1-


**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**


WORLDWIDE
                  BIOTECH & PARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
                  BALANCE SHEETSJune
                  30, 2006(Unaudited)
 
 ASSETSCURRENT
                  ASSETS:Cash
              $
              89,381Marketable
                  securities
              
              512,446Accounts
                  receivable, net of allowance for doubtful accounts of
              
              173,018Inventories
              
              435,654Prepayments
                  and other current assets
              
              144,799Total
                  Current Assets
              
              1,355,298PROPERTY
                  AND EQUIPMENT - Net
              
              4,724,565LICENSES,
                  net
              
              457,750LAND
                  USE RIGHTS, net
              
              1,394,471Total
                  Assets
              $
              7,932,084LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIES:Loans
                  payable
              $
              1,484,182Mortgages
                  payable
              
              31,430Note
                  payable - stockholder
              
              425,303Accounts
                  payable
              
              894,325Due
                  to related parties
              
              2,032,658Other
                  current liabilities
              
              199,806Total
                  Current Liabilities
              
              5,067,704MORTGAGES
                  PAYABLE, less current portion
              
              221,599NOTE
                  PAYABLE
              
              1,250,891MINORITY
                  INTEREST
              
              535,363Total
                  Liabilities
              
              7,075,557STOCKHOLDERS'
                  EQUITY:Common
                  stock ($.001 par value; 90,000,000 shares authorized;
              
              40,35840,357,502
                  shares issued and outstanding)Additional
                  paid-in capital
              
              10,799,993Accumulated
                  deficit
              
              (9,094,289
              )Deferred
                  compensation
              
              (774,000
              )Accumulated
                  other comprehensive loss:Change
                  in unrealized loss on marketable securities
              
              (160,327
              )Foreign
                  currency translation gain
              
              44,792Total
                  Stockholders' Equity
              
              856,527Total
                  Liabilities and Stockholders' Equity
              $
              7,932,084
 
 See
                  notes to consolidated financial
                  statements.
 
  
 -2-
 WORLDWIDE
                  BIOTECH & PARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
                  STATEMENT OF OPERATIONS
                (unaudited)
 
 **For
                  The Three Months Ended**
              
              **For
                  The Six Months Ended****June
                  30,**
              
              **June
                  30,****2006**
              
              **2005**
              
              **2006**
              
              **2005**NET
                  REVENUES
              
              $
              91,312
              
              $
              -
              
              $
              202,633
              
              $
              -COST
                  OF GOODS SOLD
              
              
              78,074
              
              
              -
              
              
              184,091
              
              
              -GROSS
                  PROFIT
              
              
              13,238
              
              
              -
              
              
              18,542
              
              
              -OPERATING
                  EXPENSES:Selling
                  expenses
              
              
              34,493
              
              
              -
              
              
              46,864
              
              
              -Research
                  and development
              
              
              15,036
              
              
              -
              
              
              29,328
              
              
              55,075Professional
                  fees
              
              
              21,312
              
              
              38,607
              
              
              101,749
              
              
              67,468Stock-based
                  compensation
              
              
              249,500
              
              
              1,216,106
              
              
              599,000
              
              
              2,475,628General
                  and administrative
              
              
              194,012
              
              
              95,594
              
              
              361,694
              
              
              168,631Total
                  Operating Expenses
              
              
              514,353
              
              
              1,350,307
              
              
              1,138,635
              
              
              2,766,802LOSS
                  FROM OPERATIONS
              
              
              (501,115
              )
              
              (1,350,307
              )
              
              (1,120,093
              )
              
              (2,766,802
              )OTHER
                  INCOME (EXPENSE):Interest
                  income
              
              
              43
              
              
              -
              
              
              117
              
              
              2,809Interest
                  expense
              
              
              (62,429
              )
              
              (19,672
              )
              
              (141,918
              )
              
              (66,703
              )Other
                  income (exense)
              
              
              (412
              )
              
              43,791
              
              
              14,672
              
              
              43,791Total
                  Other Income (Expense)
              
              
              (62,798
              )
              
              24,119
              
              
              (127,129
              )
              
              (20,103
              )LOSS
                  BEFORE MINORITY INTEREST
              
              
              (563,913
              )
              
              (1,326,188
              )
              
              (1,247,222
              )
              
              (2,786,905
              )MINORITY
                  INTEREST
              
              
              135,842
              
              
              -
              
              
              135,842
              
              
              -NET
                  LOSS
              
              
              (428,071
              )
              
              (1,326,188
              )
              
              (1,111,380
              )
              
              (2,786,905
              )OTHER
                  COMPREHENSIVE INCOMEChange
                  in unrealized loss on marketable securities
              
              
              242,932
              
              
              (90,560
              )
              
              277,419
              
              
              (90,560
              )Foreign
                  currency translation gain
              
              
              374
              
              
              -
              
              
              14,435
              
              
              -COMPREHENSIVE
                  LOSS
              
              $
              (184,765
              )
              $
              (1,416,748
              )
              $
              (819,526
              )
              $
              (2,877,465
              )NET
                  LOSS PER COMMON SHARE - BASIC AND DILUTED:Net
                  loss per common share
              
              $
              (0.01
              )
              $
              (0.04
              )
              $
              (0.03
              )
              $
              (0.08
              )Weighted
                  Common Shares Outstanding - basic and diluted
              
              
              40,357,502
              
              
              37,859,300
              
              
              40,283,979
              
              
              36,565,389
 
 See
                  notes to consolidated financial
                  statements.
  
 -3-
 WORLDWIDE
                  BIOTECH AND PHARMACEUTICAL COMPANY AND SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF CASH FLOWS
                (unaudited)
  
 CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (1,111,380
              )
              $
              (2,786,905
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Depreciation
                  and amortization
              
              
              192,820
              
              
              46,567Stock-based
                  compensation
              
              
              599,000
              
              
              2,475,628Minority
                  interest
              
              
              (135,842
              )
              
              -Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              (29,540
              )
              
              -Inventories
              
              
              (75,042
              )
              
              -Prepayments
                  and other current assets
              
              
              8,927
              
              
              (695,839
              )Accounts
                  payable
              
              
              (85,631
              )
              
              44,230Other
                  current liabilities
              
              
              (10,863
              )
              
              30,165NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (647,551
              )
              
              (886,154
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Cash
                  used for business acquisitions
              
              
              (425,303
              )
              
              -Cash
                  received from business acquisitions
              
              
              13,784
              
              
              -Purchase
                  of property and equipment
              
              
              (14,382
              )
              
              (230,797
              )NET
                  CASH USED IN INVESTING ACTIVITIES
              
              
              (425,901
              )
              
              (230,797
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from loan payable
              
              
              600,428
              
              
              -Payments
                  on loan payable
              
              
              (625,446
              )
              
              (60,911
              )Proceeds
                  from note payable - stockholder
              
              
              425,303
              
              
              -Payments
                  on mortgages payable
              
              
              (17,501
              )
              
              (13,563
              )Proceeds
                  from stockholders/officers
              
              
              685,544
              
              
              363,507NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              1,068,328
              
              
              289,033EFFECT
                  OF EXCHANGE RATE CHANGES ON CASH
              
              
              (65
              )
              
              -NET
                  DECREASE IN CASH
              
              
              (5,189
              )
              
              (827,918
              )CASH
                  at beginning of period
              
              
              94,570
              
              
              1,047,675CASH
                  at end of period
              
              $
              89,381
              
              $
              219,757SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Interest
                  paid
              
              $
              139,407
              
              $
              66,703
 
 See
                  notes to consolidated financial
                  statements.





-4-


WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


NOTES
      TO
      FINANCIAL STATEMENTS


June
      30,
      2006


(UNAUDITED)





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





**Basis
      of Presentation**





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Form 10-QSB and Item 310(b) of
      Regulation S-B. Accordingly, the financial statements do not include all of
      the
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. In the opinion of management, all adjustments
      considered necessary for a fair presentation have been included and such
      adjustments are of a normal recurring nature. These consolidated financial
      statements should be read in conjunction with the financial statements for
      the
      year ended December 31, 2005 and notes thereto contained in the Report on Form
      10-KSB of Worldwide Biotech & Pharmaceutical Company (the “Company” or
“Worldwide”) as filed with the Securities and Exchange Commission (the
“Commission”). The results of operations for the six months ended June 30, 2006
      are not necessarily indicative of the results for the full fiscal year ending
      December 31, 2006.





The
      consolidated 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.





**The
      Company**





Worldwide
      Biotech & Pharmaceutical Company was incorporated in Delaware in 1961. In
      the forth quarter of 2005, the Company commenced revenue producing
      operations.





On
      January 19, 2006, Worldwide by and through its wholly owned subsidiary, Yangling
      Daiying Biological Engineering Co., Ltd. (“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%.




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 Reminbi
      (“RMB”) 3,400,000 (Equivalent to US $425,303 at June 30, 2006) and 217,600
      shares of common stock of Worldwide for 65% of Ze An.





-5-


**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 the likelihood of collection is reasonably
      assured. Persuasive evidence of an arrangement is demonstrated via purchase
      order from the distributor, our customer; product delivery is evidenced by
      the
      warehouse shipping log as well as signed bill of lading from the trucking
      company and no product return is allowed except defective or damaged products;;
      the sales price to the customer is fixed upon acceptance of 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.
      T he
      majority of the Company's revenue derives from sales contracts with
      distributors.. The
      Company sells certain products to certain customers on consignment. The Company
      records revenue for consignment transactions when the consignee sells the
      product to the end user .





**NOTE
      2 -**  **ACQUISITIONS**





Operations
      of the acquired companies have been included in the Company’s operations from
      the date of the acquisitions.





**Pro
      Forma Results**


The
      following unaudited pro forma financial information presents the combined
      results of operations of the Company, Hua Yang and Ze An for the three months
      and six months ended June 30, 2005, as if the acquisitions had occurred on
      January 1, 2005. The unaudited pro forma financial information is not intended
      to represent or be indicative of the Company’s consolidated results of
      operations that would have been reported had the acquisitions been completed
      on
      January 1, 2005 and should not be taken as indicative of the Company’s future
      consolidated results of operations. The unaudited pro forma financial
      information for the six months ended June 30, 2006 is not presented because
      the
      results would be immaterially different that what is currently
      reported.




**For
                The Three Months Ended June 30, 2005**
            ****
            **For
                The Six Months Ended June 30, 2005**Revenues
            
            $
            102,689
            
            $
            214,146Net
                loss
            
            $
            (1,416,925
            )
            $
            (2,904,903
            )Basic
                loss per share
            
            $
            (0.04
            )
            $
            (0.08
            )





-6-


**NOTE
      3 - INVENTORIES**





Inventories
      at June 30, 2006, consisted of the following:


Raw
                  materials
              
              $
              144,752Work
                  in progress
              
              
              40,282Finished
                  goods
              
              
              250,620$
              435,654




**NOTE
      4 - LOANS PAYABLE**





At
      June
      30, 2006, loans payable consisted of the following:





Loan
                payable, unsecured, payable to a financial institution, guaranteed
                by an
                independent third party, with interest at 7.254% per annum payable
                monthly, with principle due October 26, 2006.
            
            $
            875,624Loans
                payable, to certain employees, with interest at 14.4% per annum.
                Such
                amounts are due on demand.
            
            
            8,130Loan
                payable, unsecured, payable to a financial institution, with interest
                at
                7.02% per annum payable monthly, with principle due May 21, 2007
                and
                collateralized by substantially all of Ze An’s equipment, buildings and
                land use rights.
            
            
            600,428Total
            
            $
            1,484,182





-7-


**NOTE
      5 - RELATED PARTY TRANSACTIONS**





**Due
      to related parties**





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, payable upon request. The amount due to these related
      parties at June 30, 2006 was $2,032,658.


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





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,
      2005 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 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.





**Critical
      Accounting Policies**





A
      summary
      of significant accounting policies is included in Note 1 to the audited
      financial statements included in Form 10-KSB as filed with the Securities and
      Exchange Commission for the year ended December 31, 2005. 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.





-8-




**Results
      of Operations**





The
      Company is a high-tech biopharmaceutical company that specializes in the
      development and potential marketing of viruses/viral vectors, bio-medicines,
      external diagnostic reagents, prophylactic vaccines for humans, and oral dosage
      forms of traditional Chinese medicine. The principal products include Hepatitis
      C virus produced in vitro, ELISA kits for HCV antibody detection, Rapid Test
      (Colloid Gold Method), Oral dosage forms of traditional Chinese medicine
      healthcare products and medical devices distributed for other
      companies.





The
      Company established its drug-screening assay based on its in vitro cell culture
      system, and initiated drug screening for anti-HCV therapeutics and commenced
      revenue producing operations through its majority owned subsidiary, Shaanxi
      Daiying Medicine Distribution Co., Ltd. (“Shaanxi”) in the fourth quarter of
      2005.





Shaanxi
      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
      Company obtained SFDA approvals for three of its oral traditional Chinese
      medicines, including a liver-care medicine, an anti-cold medicine and a
      cough-suppressant prior to year end of 2005. The production and sales for these
      products commenced during the first quarter of 2006.





The
      Company through Daiying acquired Hunan Hua Yang Pharmaceutical Co., Ltd. (Hua
      Yang) and Hunan Ze An Pharmaceutical Co., Ltd. (Ze An) on January 19, 2006.
      Hua
      Yang currently holds 23 medicines with National Drug Production Licenses and
      5
      nutrient supplements with National Food Production Licenses. Daiying controls
      51% of the total shares of Hua Yang. Ze An currently holds 5 product lines,
      10
      medicines with National Drug Production Licenses and 1 nutrient supplement
      with
      a National Food Production License. Daiying controls 65% of the total shares
      of
      Ze An.





In
      2005,
      t he
      Company entered into a sole distribution agreement with
      TARAMEDIC.CORPORATION.BHD, a Malaysian company, to distribute its Tara KLamp®
Disposable Circumcision Device. TARAMEDIC owns patents both in Malaysia and
      China. The Company obtained the regulation approval for this product from
      Chinese SFDA on January 26, 2006 and sales have commenced.





The
      following analysis shows the selected unaudited consolidated statement of
      operations data of the Company for the six month period ended June 30, 2006
      and
      June 30, 2005. The data should be read in conjunction with the unaudited
      consolidated financial statements of the Company for the six month period ended
      June 30, 2006 and June 30, 2005 and related notes thereto.





-9-


**Results
      of operations for the six months ended June 30, 2006 as compared to the six
      months ended June 30, 2005**





**Revenues**





For
      the
      six months ended June 30, 2006, our revenues were $202,633 as compared to $0
      for
      the six months ended June 30 2005, an increase of $202,633. 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 and Ze An, majority owned subsidiaries the Company acquired on January
      19,
      2006. The Company was a development stage company prior to June 30,
      2005.





**Cost
      of Sales and Gross Profit**





For
      the
      six months ended June 30, 2006, cost of sales amounted to $184,091 as compared
      to cost of sales of $0 for the six months ended June 31, 2005. Gross profit
      for
      the six months ended June 30, 2006 was $18,542 or 9.2% of revenues, as compared
      to $0 for the six months ended June 30, 2005.





**Operating
      Expenses**





For
      the
      six months ended June 30, 2006, total operating expenses were $1,138,635 as
      compared to $2,766,802 for the six months ended June 30, 2005, a decrease of
      $1,628,167, or approximately 58.8%.





Included
      in this decrease was:





·
            For
                the six months ended June 30, 2006, we incurred selling expense of
                $46,864
                compared to $0 for the six months ended June 30, 2005. The increase
                was
                due to an increased marketing effort of Shaanxi and selling activities
                from Hua Yang and Ze An, majority owned subsidiaries the Company
                acquired
                on January 19, 2006.


·
            For
                the six months ended June 30, 2006, we incurred research and development
                expense of $29,328 compared to $55,075 for the six months ended June
                30,
                2005, a decrease of $25,747 or (46.7%). The decrease was due to regulatory
                approval of certain major products of the
                Company.


·
            For
                the six months ended June 30, 2006, we incurred professional fees
                of
                $101,749 as compared to $67,468 for the six months ended June 30,
                2005, an
                increase of $34,281, or 50.8%. The increase was due to an increase
                in
                amounts paid to various consultants and professionals related to
                our
                patents, related legal matters and business acquisitions.


·
            Stock-based
                compensation expense decreased to $599,000 for the six months ended
                June
                30, 2006 from $2,475,628 for the six months ended June 30, 2005.
                The
                decrease in stock-based compensation expense was attributable to
                the
                reduction of amortization of deferred compensation.




-10-


·
            For
                the six months ended June 30, 2006, general and administrative expenses
                were $361,694 as compared to $168,631 for the six months ended June
                30,
                2005, an increase of $193,063, or approximately 114.5%. In the 2006
                period, we incurred additional marketing fees, travel-related expenses
                and
                other administrative expenses due to the acquisition of two pharmaceutical
                companies, Ze An and Hua Yang.





For
      the
      six months ended June 30, 2006, interest expense was $141,918 as compared to
      $66,703 for the six months ended June 30, 2005 and was related to an increase
      in
      borrowings. For the six months ended June 30, 2006, other income was $14,672
      as
      compared to $43,791 for the six months ended June 30, 2005.





As
      a
      result of these factors, The Company reported a net loss of $1,111,380 or $0.03
      per share for the six months ended June 30, 2006, as compared to a net loss
      of
      $2,786,905 or $0.08 per share for the same period in 2005.





**Results
      of Operations for the three months ended June 30, 2006 compared to the three
      months ended June 30, 2005**





**Revenues**





For
      the
      three months ended June 30, 2006, our revenues were $91,312 as compared to
      $0
      for the three months ended June 30 2005, an increase of $91,312. 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 and Ze An, majority owned subsidiaries the Company acquired on
      January 19, 2006. The Company was a development stage company prior to June
      30,
      2005.





**Cost
      of Sales and Gross Profit**





For
      the
      three months ended June 30, 2006, cost of sales amounted to $78,074 as compared
      to cost of sales of $0 for the three months ended June 30, 2005. Gross profit
      for the three months ended June 30, 2006 was $13,238, or 14.5% of revenues,
      as
      compared to $0 for the three months ended June 30, 2005.





**Operating
      Expenses**





For
      the
      three months ended June 30, 2006, total operating expenses were $514,353 as
      compared to $1,350,307 for the three months ended June 30, 2005, a decrease
      of
      $835,954, or approximately 61.9%.





-11-


Included
      in this decrease was:





·
            For
                the three months ended June 30, 2006, we incurred selling expense
                of
                $34,493 compared to $0 for the three months ended June 30, 2005.
                The
                increase was due to an increased marketing effort of Shaanxi and
                selling
                activities from Hua Yang and Ze An, majority owned subsidiaries the
                Company acquired on January 19,
                2006.


·
            For
                the three months ended June 30, 2006, we incurred research and development
                expense of $15,036 compared to $0 for the three months ended June
                30,
                2005, a decrease of $15,036. The decrease was due to regulatory approval
                of certain major products of the
                Company.


·
            For
                the three months ended June 30, 2006, we incurred professional fees
                of
                $21,312 as compared to $38,607 for the three months ended June 30,
                2005, a
                decrease of $17,295, or 44.8%. 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 decreased to $249,500 for the three months ended
                June
                30, 2006 from $1,216,106 for the three months ended June 30, 2005.
                The
                decrease in stock-based compensation expense was attributable to
                the
                reduction of amortization of deferred compensation.


·
            For
                the three months ended June 30, 2006, general and administrative
                expenses
                were $194,012 as compared to $95,594 for the three months ended June
                30,
                2005, an increase of $98,418, or approximately 103.0%. In the second
                quarter of 2006, we incurred additional marketing fees, travel-related
                expenses and other administrative expenses compared to the same period
                in
                the prior year due to the acquisition of two pharmaceutical companies,
                Ze
                An and Hua Yang.




For
      the
      three months ended June 30, 2006, interest expense was $62,429 as compared
      to
      $19,672 for the three months ended June 30, 2005 and was related to an increase
      in borrowings. For the three months ended June 30, 2006, other income was ($412)
      as compared to $43,791 for the three months ended June 30, 2005.





As
      a
      result of these factors, The Company reported a net loss of $428,071 or $0.01
      per share for the three months ended June 30, 2006, as compared to a net loss
      of
      $1,326,188 or $0.04 per share for the same period in 2005.





**LIQUIDITY
      AND CAPITAL RESOURCES**





At
      June
      30, 2006, we had cash of $89,381.





Net
      cash
      used in operating activities for the six months ended June 30, 2006 was $647,551
      as compared to net cash used in operating activities of $886,154 for the six
      months ended June 30, 2005. 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 $70,631, and
      other current liabilities of $25,863, 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. For the six
      months ended June 30, 2005, we used cash to fund our loss of $2,786,095 and
      to
      fund prepayments and other current assets of $695,839. Offsetting these cash
      outflows were increases in accounts payable of $44,230, non-cash items such
      as
      depreciation and amortization of $46,567 and stock-based compensation of
      $2,475,628, and increases in other current liabilities of $30,165.





Net
      cash
      used in investing activities for the six months ended June 30, 2006 was $425,901
      as compared to net cash used in investing activities for the six months ended
      June 30, 2005 of $230,797. 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. For the six
      months ended June, 2005, we used cash for capital expenditures of $230,797.


-12-


Net
      cash
      provided by financing activities for the six months ended June 30, 2006 was
      $1,068,328 as compared to net cash provided by financing activities for the
      six
      months ended June 30, 2005 of $289,033. For the six months ended June 30, 2006,
      the Company received net proceeds of $600,428 from the poceeds 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. For the six months ended
      June 30, 2005, the Company received $363,507 from stockholders/officers, offset
      by the repayment of mortgages payable of $13,563 and loan payable of
      $60,911.




Since
      inception, the Company has not generated any significant cash flows from
      operations. 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 on the ability to identify, hire,
      train, or retain other qualified employees. Competition for these individuals
      is
      intense and increasing.





-13-


**Going
      Concern**





The
      report from our independent registered public accounting firm on our audited
      financial statements at December 31, 2005 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 2005 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.


**Off
      Balance Sheet Arrangements**




The
      Company has no off balance sheet arrangements for the period ending June 30,
      2006.





**Impact
      of Recently Issued Accounting Pronouncements**





Management
      does not believe that any other recently issued, but not yet effective
      accounting pronouncements, if adopted, would have a material effect on the
      accompanying consolidated financial statements.





**Item
      3. Controls and Procedures**





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively, the "Certifying
      Officers") are responsible for establishing and maintaining disclosure controls
      and procedures for the Company. Based upon such officers' evaluation of these
      controls and procedures as of 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.





-14-


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.


-15-


**PART
      II**





**Item
      1. Legal Proceedings**





None




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





None





**Item
      3. Defaults upon Senior Securities**





None





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





None





**Item
      5. Other Information**





None




-16-


**Item
      6. Exhibits**





The
      exhibits 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


-17-


**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
              21,
              2006
            By:
            /s/ Wenxia
              GuoWenxia
              GuoChief
                Executive Officer, Director
              (Principal
                Executive Officer) Date:August
                21,
                2006
              By:
              /s/ Peiyi
                TianPeiyi
                TianVP,
                  Treasurer, CFO, Director
                (Principal Financial
                  and Accounting Officer) Date:August
                21,
                2006
              By:
              /s/ JianJun
                LiuJianJun
                LiuDirector Date:August
                21,
                2006
              By:
              /s/ 
Huimin
                ZhangHuimin
                ZhangDirector