**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: March 31, 2005





[
      ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934  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)




**110
                Sarasota Quay, Suite B, Sarasota, Florida 34236**
            **941-365-2521**(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 April 30, 2005, there were 35,257,102
      shares of the common stock issued and outstanding.





-1-
 Index


WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY


FORM
      10-QSB


QUARTERLY
      PERIOD ENDED March 31, 2005











**INDEX**





**Page
                No.****PART
                1.**
            **FINANCIAL
                INFORMATION**Item
                1.Financial
                Statements
            3Consolidated
                Balance Sheet, March 31, 2005 (unaudited)
            3Consolidated
                Statements of Operations for the three and six
                month periods endedMarch
                31, 2005 (unaudited) and March 31, 2004 (unaudited)
            4Consolidated
                Statements of Stockholders’ Equity for six
                month periodsended
                March 31, 2005 and 2004 (unaudited)
            5Consolidated
                Statements of Cash Flows for the six month periodsended
                March 31, 2005 and 2004 (unaudited)
            6Notes
                to Consolidated Financial Statements, March 31, 2005
                (unaudited)
            7Item
                2.Management’s
                Discussion and Analysis or Plan of Operation
            11Item
                3.Controls
                and Procedures
            16**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.Legal
                Proceedings
            18Item
                2.Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.Defaults
                Upon Senior Securities
            18Item
                4.Submission
                of Matters to a Vote of Security Holders
            18Item
                5.Other
                Information
            18Item
                6.Exhibits
            18Signatures
            19





-2-
 Index





This
      Quarterly Report on Form 10-QSB/A of Worldwide Biotech & Pharmaceutical
      Company for the fiscal quarter ended March 31, 2005 is being filed for the
      purpose of





·
            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.


·
            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 March 31, 2005.





-3-
 Index


**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**


WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                BALANCE SHEET
              RESTATED
                - SEE NOTE 2March
                31, 2005(Unaudited)**ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            766,635Marketable
                securities
            
            
            229,553Prepayments
                and
                other current assets
            
            
            219,444Total
                Current Assets
            
            
            1,215,632PROPERTY
                AND EQUIPMENT (Net of accumulated depreciation of
                $122,982)
            
            
            2,159,954OTHER
                ASSET, net
            
            
            524,421Other
                asset, net
            
            
            524,421Total
                Other Asset
            
            
            524,421Total
                Assets
            
            $
            3,900,007**LIABILITIES
                AND STOCKHOLDERS' EQUITY**CURRENT
                LIABILITIES:Loans
                payable
            
            $
            1,811,594Current
                portion of mortgages payable
            
            
            27,847Accounts
                payable
            
            
            609,558Due
                to
                related parties
            
            
            238,092Other
                current liabilities
            
            
            51,093Total
                Current Liabilities
            
            
            2,738,184MORTGAGES
                PAYABLE, less current portion
            
            
            248,057STOCKHOLDERS'
                EQUITY:Common
                stock ($.001 Par Value; 90,000,000 Shares Authorized;35,257,102 shares issued and outstanding)
            
            
            35,257Additional
                paid-in capitalAdditional
                paid-in capital
            
            
            7,061,728Deficit
                accumulated during development stage
            
            
            (5,760,304
            )Less:
                Accumulated other comprehensive loss
            
            
            (422,915
            )Total
                Stockholders' Equity
            
            
            913,766Total
                Liabilities and Stockholders' Equity
            
            $
            3,900,007


See
      notes
      to consolidated financial statements


-4-
 Index





WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANY AND
                SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF OPERATIONS
              RESTATED
                - SEE NOTE 2(Unaudited)****
            ****
            **For
                the Period**
            ********
            ****
            ****
            ****
            ****
            ****
            **from
                November 26,**
            ********
            ****
            **For
                the Three Months Ended**
            ****
            **2001
                (inception) to**
            ********
            ****
            **March
                31,**
            ****
            **March
                31,**
            ********
            ****
            **2005**
            ****
            **2004**
            ****
            **2005**NET
                REVENUES
            
            $
            -
            
            $
            -
            
            $
            -OPERATING
                EXPENSES:Research
                and
                development
            
            
            55,
                075
            
            
            25,763
            
            
            694,935Professional
                fees
            
            
            28,
                861
            
            
            44,776
            
            
            685,556Stock-based
                compensation
            
            
            1,259,522
            
            
            -
            
            
            3,088,115General
                and administrative
            
            
            73,037
            
            
            52,865
            
            
            1,208,690Total
                Operating Expenses
            
            
            1,416,495
            
            
            123,404
            
            
            5,677,296LOSS
                FROM OPERATIONS
            
            
            (1,416,495
            )
            
            (123,404
            )
            
            (5,677,296
            )OTHER
                INCOME (EXPENSES):Interest
                income
            
            
            2,809
            
            
            -
            
            
            28,056Interest
                expense
            
            
            (47,031
            )
            
            (8,375
            )
            
            (273,270
            )Other
                income
            
            
            -
            
            
            -
            
            
            116,094Realized
                gain
                on sale of marketable securities
            
            
            -
            
            
            46,112
            
            
            46,112Total
                Other Expenses
            
            
            (44,222
            )
            
            37,737
            
            
            (83,008
            )NET
                LOSS
            
            $
            (1,460,717
            )
            $
            (85,667
            )
            $
            (570,304
            )NET
                LOSS PER COMMON SHARE - BASIC AND DILUTED:Net
                loss per common share
            
            $
            (0.04
            )
            $
            (0.00
            )
            $
            (0.17
            )Weighted
                Common
                Shares Outstanding - basic and diluted
            
            
            35,257,102
            
            
            33,600,000
            
            
            33,722,145





See
      notes
      to consolidated financial statements


-5-
 Index





WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANYAND
                SUBSIDIARY(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS' EQUITY
              RESTATED
                - SEE NOTE 2For
                the Years Ended December 31, 2005 and 2004****
            ****
            ****
            ****
            ****
            **Deficit**
            ****
            ****
            ****
            **Accumulated**
            ****
            ****
            ********
            ****
            **Common
                Stock, $.001 Par Value**
            ****
            **Additional**
            ****
            **Accumulated
                During**
            ****
            ****
            ****
            **Other**
            ****
            **Total**
            ********
            ****
            **Number
                of**
            ****
            ****
            ****
            **Paid-in**
            ****
            **Development**
            ****
            **Deferred**
            ****
            **Comprehensive**
            ****
            **Stockholders'**
            ********
            ****
            **Shares**
            ****
            **Amount**
            ****
            **Capital**
            ****
            **Stage**
            ****
            **Compensation**
            ****
            **Loss**
            ****
            **Equity**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****Balance,
                December 31, 2001
            
            
            33,600,000
            
            $
            33,600
            
            $
            4,803,159
            
            $
            (1,403,291
            )
            $
            -
            
            $
            -
            
            $
            3,433,468Other
                comprehensive loss:Net
                loss
            
            
            
            
            
            
            
            
            -
            
            
            (429,666
            )
            
            
            
            
            
            
            
            (429,666
            )Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (304
            )
            
            (304
            )
            
            (304
            )Total
                comprehensive loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (429,970
            )Balance,
                December 31, 2002
            
            
            33,600,000
            
            $
            33,600
            
            $
            4,803,159
            
            $
            (1,832,957
            )
            $
            -
            
            $
            (304
            )
            $
            3,003,498Other
                comprehensive loss:Net
                loss
            
            
            
            
            
            
            
            
            -
            
            
            (767,664
            )
            
            
            
            
            
            
            
            (767,664
            )Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            (227,128
            )
            
            (227,128
            )Total
                comprehensive loss
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            (994,792
            )Balance,
                December 31, 2003
            
            
            33,600,000
            
            
            33,600
            
            
            4,803,159
            
            
            (2,600,621
            )
            
            -
            
            
            (227,432
            )
            
            2,008,706Issuance
                of common stock pursuant to share exchange agreement
            
            
            1,057,102
            
            
            1,057
            
            
            (16,182
            )
            
            -
            
            
            -
            
            
            -
            
            
            (15,125
            )Issuance
                of common shares for services
            
            
            600,000
            
            
            600
            
            
            779,400
            
            
            -
            
            
            -
            
            
            -
            
            
            780,000Valuation
                of contingently issuable shares
            
            
            -
            
            
            -
            
            
            151,667
            
            
            -
            
            
            -
            
            
            -
            
            
            151,667Value
                attributable to grant of stock warrants
            
            
            -
            
            
            -
            
            
            84,162
            
            
            -
            
            
            -
            
            
            -
            
            
            84,162Other
                comprehensive loss:Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,698,966
            )
            
            -
            
            
            -
            
            
            (1,698,966
            )Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (98,763
            )
            
            (98,763
            )Total
                comprehensive loss
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            (1,797,729
            )Balance,
                December 31, 2004
            
            
            35,257,102
            
            
            35,257
            
            
            5,802,206
            
            
            (4,299,587
            )
            
            -
            
            
            (326,195
            )
            
            1,211,681Issuance
                of common shares for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Valuation
                of contingently issuable shares
            
            
            -
            
            
            -
            
            
            828,334
            
            
            -
            
            
            -
            
            
            -
            
            
            828,334Value
                attributable to grant of stock warrants
            
            
            -
            
            
            -
            
            
            431,188
            
            
            -
            
            
            -
            
            
            -
            
            
            431,188Other
                comprehensive loss:Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,460,717
            )
            
            -
            
            
            -
            
            
            (1,460,717
            )Comprehensive
                loss - change in unrealized loss onmarketable
                securities-net of taxes of $0
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (96,720
            )
            
            (96,720
            )Total
                comprehensive loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,557,437
            )Balance,
                March 31, 2005
            
            
            35,257,102
            
            $
            35,257
            
            $
            7,061,728
            
            $
            (5,760,304
            )
            $
            -
            
            $
            (422,915
            )
            $
            913,766


See
      notes
      to consolidated financial statements


-6-
 Index





WORLDWIDE
                BIOTECH & PHARMACEUTICAL COMPANYAND
                SUBSIDIARY(
                A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF CASH FLOWS
              RESTATED
                - SEE NOTE 2(Unaudited)**For
                the Period**
            ********
            ****
            ****
            ****
            **From
                November 26,**
            ********
            ****
            **For
                the Three Months Ended**
            ****
            **2001
                (inception) to**
            ********
            ****
            **March
                31,**
            ****
            **March
                31,**
            ********
            ****
            **2005**
            ****
            **2004**
            ****
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            
            $
            (1,460,717
            )
            $
            (85,667
            )
            $
            (5,760,304
            )Adjustments
                to reconcile net loss to net cash used inoperating
                activities:Depreciation
                and amortization
            
            
            17,396
            
            
            12,516
            
            
            154,661Stock-based
                compensation
            
            
            1,259,522
            
            
            -
            
            
            3,323,944Gain
                on sale of marketable securities
            
            
            -
            
            
            (46,154
            )
            
            (46,154
            )Changes
                in assets and liabilities:Prepayments
                and other current assets
            
            
            (166,281
            )
            
            (26,953
            )
            
            (219,444
            )Accounts
                payable
            
            
            74,623
            
            
            (448
            )
            
            609,558Other
                current liabilities
            
            
            34,748
            
            
            11,836
            
            
            35,968NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (240,709
            )
            
            (134,870
            )
            
            (1,901,771
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Proceeds
                from sale of marketable securities
            
            
            -
            
            
            120,919
            
            
            120,919Investment
                in marketable securities
            
            
            -
            
            
            -
            
            
            (725,514
            )Capital
                expenditures
            
            
            (264,661
            )
            
            (402,782
            )
            
            (2,314,545
            )NET
                CASH FLOWS USED IN INVESTING ACTIVITIES
            
            
            (264,661
            )
            
            (281,863
            )
            
            (2,919,140
            )CASH
                FLOWS FROM FINANCING ACTIVITIES (USED IN):Capital
                contributions
            
            
            -
            
            
            -
            
            
            3,788,166Proceeds
                from loans payable
            
            
            -
            
            
            -
            
            
            1,892,223Proceeds
                from related party advances
            
            
            238,092
            
            
            -
            
            
            238,092Payments
                on loans payable
            
            
            (525
            )
            
            (555
            )
            
            (605,120
            )Proceeds
                from mortgages payable
            
            
            -
            
            
            -
            
            
            293,563Payments
                on mortgages payable
            
            
            (12,976
            )
            
            -
            
            
            (17,659
            )NET
                CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            224,591
            
            
            (555
            )
            
            5,589,265EFFECT
                OF EXCHANGE RATE CHANGES IN CASH
            
            
            (261
            )
            
            (1,457
            )
            
            (1,719
            )NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (281,040
            )
            
            (418,745
            )
            
            766,635CASH
                AND CASH EQUIVALENTS - beginning of period
            
            
            1,047,675
            
            
            1,342,437
            
            
            -CASH
                AND CASH EQUIVALENTS - end of period
            
            $
            766,635
            
            $
            923,692
            
            $
            766,635SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Cash
                paid for:Interest
            
            $
            47,031
            
            $
            8,375
            
            $
            273,270Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -Non-cash
                investing and financing activities:Acquisition
                of land rights for loan payable
            
            $
            -
            
            $
            -
            
            $
            524,491





-7-
 Index


**NOTE
      1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANTACCOUNTING 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 three months ended March 31,
      2005 are not necessarily indicative of the results for the full fiscal year
      ending December 31, 2005.





The
      consolidated financial statements are prepared in accordance with generally
      accepted accounting principles in the United States of America ("US GAAP").
      The
      consolidated financial statements of the Company include the Company and its
      subsidiaries. All material intercompany balances and transactions have been
      eliminated.





**The
      Company**





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


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





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.


-8-
 Index


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





**Estimates**





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





Marketable
      securities





Marketable
      securities consist of investments in equity of publicly traded and non-public
      domestic companies and are stated at market value based on the most recently
      traded price of these securities at March 31, 2005. All marketable securities
      are classified as available for sale at March 31, 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
      income (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. Basic
      and
      dilutive EPS does not include the effect of the 1,400,000 contingently
      returnable shares (see Note 4 -Stockholders’ Deficit) as they are not considered
      outstanding for EPS purposes. At March 31, 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.


-9-
 Index


**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.  The
      Company has not recognized any revenue.





**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 March
      31,
      2005 and 2003 was not material. As of March 31, 2005, the exchange rate for
      the
      Chinese Renminbi (RMB) was $1 US for 8.28 RMB.





**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
      three months ending March 31, 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.
      T he
      adjustments to the financial statements for the adjustments were as
      follows:


-10-
 Index


1.
      Balance Sheet:





a)
      Additional paid-in capital increased by $485,405 to $7,061,728 from $6,576,323
      and deferred compensation decreased by $504,973 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 $990,378
      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 increased by $754,549 and related to the
      revaluation of warrants and common stock under the variable method of accounting
      in the current period. Net loss increased by $754,549 to $1,460,717 from
      $706,168. Additionally, the Company added a column to the statement of
      operations to reflect cumulative net losses since inception.





3.
      Statement of Cash Flows:





a)
      For
      the three months ended March 31, 2005, net loss increased by $754,549 to
      $1,460,717 from $706,168 and stock-based compensation increased by $754,549.
      Additionally, the Company added a column to the statement of cash flows to
      reflect cumulative cash flow activity since inception.




**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 three months ended March 31, 2005 and 2004,
      amortization expense amounted to $2,932 and $466, 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 March 31,
      2005
      was $238,092.





**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, subject to the following
      restrictions and contingencies: These common shares will be
      held
      in escrow to be released to the consultant upon completion of a funding of
      $4
      million within 4 months of the effective date of a Registration Statement on
      Form SB-2 filed with the Securities and Exchange Commission. Consultant shall
      not participate directly or indirectly in the distribution of securities but
      instead will only introduce the Company to potential debt or equity funding
      sources. If during the four month period the consultant does not complete the
      funding, all
      rights, title and interest in such shares will be forfeited and the shares
      will
      be cancelled. Since
      these shares are earned over the term of the agreement and are 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 three months ended March 31, 2005,
      the Company has recognized stock compensation and additional paid-in capital
      of
      $828,333, respectively. On April 4, 2005, the Company issued and released to
      this consultant all 1,400,000 shares of common stockunder
      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".





-11-
 Index


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 records at fair value the calculated value of the
      warrants earned at the end of each period until the warrants are earned. For
      the
      three months ended March 31, 2005, the Company has recognized additional stock
      compensation and additional paid in capital of $431,188, respectively. The
      above
      aggregate stock-based consulting expense of $431,188 may increase or decrease
      under the variable accounting method until such time as the warrants are earned.
      On April 4, 2005, the Company settled with the consultant and the warrants
      were
      deemed earned.





A
      summary
      of the status of the Company's outstanding stock warrants granted for services
      as of March 31, 2005 and changes during the period is as follows:


**Weighted**
              ********
              ****
              ****
              **Average**
              ********
              ****
              ****
              **Exercise**
              ********
              **Shares**
              ****
              **Price**Outstanding
                  at December 31, 2004
              
              
              -
              
              $
              -Granted
              
              
              3,000,000
              
              
              2.28Exercised
              
              
              -
              
              
              -Forfeited
              
              
              -
              
              
              -Outstanding
                  at March 31,
                  2005
              
              
              3,000,000
              
              $
              2.28Warrants
                  exercisable at end of year
              
              
              -
              
              $
              -Weighted-average
                  fair value of warrantsgranted
                  during the Period
              
              
              2005$
              2.28
 
 -12-
 Index
 The
        following information applies to all warrants outstanding at March 31, 2005:
  **Warrants
                  Outstanding**
              
              **Warrants
                  Exercisable****Weighted****Average**
              
              **Weighted**
              
              
              
              **Weighted****Remaining**
              
              **Average**
              
              
              
              **Average****Contractual**
              
              **Exercise**
              
              
              
              **Exercise****Range
                  of Exercise Prices**
              
              **Shares**
              
              **Life
                  (Years)**
              
              **Price**
              
              **Shares**
              
              **Price**$0.75
              
              
              500,000
              
              
              0.34
              
              $
              0.75
              
              
              0
              
              
              -$1.50
              
              
              800,000
              
              
              0.50
              
              $
              1.50
              
              
              0
              
              
              -$2.50
              
              
              900,000
              
              
              0.75
              
              $
              2.50
              
              
              0
              
              
              -$3.50
              
              
              800,000
              
              
              1.00
              
              $
              3.50
              
              
              0
              
              
              **-**3,000,000


(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.





-13-
 Index


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





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





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





**Plan
      of Operation**





We
      intend
      to become a supplier of HCV virus for our internal needs and for sale to third
      parties, such as research institutions and pharmaceutical companies. 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
      insure 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. However, 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 will be dependent upon our ability to raise additional capital
      during the next twelve 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 production ($1.4 million for
      year 2005 and $2.44 million for year 2006), R & D ($0.3 million for year
      2005 and $0.73 million for year 2006), administration ($0.55 million for year
      2005 and $1.77 million for year 2006), acquisitions and mergers of various
      companies that will foster and promote our business objectives ($7.8 million
      for
      year 2006) . **** At
      present, based upon our current cash position, it is estimated that we can
      meet
      our expenses as they currently exist **** for
      the
      next 16 months if we are able to negotiate extensions of certain outstanding
      loans. There are two loans currently outstanding that will be due this year,
      $604,040 due on May 28, 2005 and $1,207,554 due in July 2005. We anticipate
      that
      we will be able to negotiate a one-year extension on each of these loans, but
      this has not yet been accomplished. We expect that our expenses for current
      operations will be similar to that of last year where we spent $684,149.
      Accordingly, based upon current operations, we can sustain ourselves for a
      little over 7 months.





For
      the
      last two years through December 31, 2004 and through March 31, 2005, we have
      expended approximately $375,000 on research and product development, and
      $2,023,155 on plant and equipment. Based upon our current financial condition,
      we can satisfy our current cash requirements for 7 months.





Additionally,
      the Company is in negotiations with two companies for a potential
      acquisition.





-14-
 Index


**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, pathology and immunology research through sales to non-competitive
      research organizations focused on products non-core to the companies business
      models and/or license or sell to others for small molecule drug discovery and
      complex-epitope diagnostics. 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 its
      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 and develop vaccine for HCV based on the Company’s
      intact HCV virus.





**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.





**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 June 30, 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
      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.





-15-
 Index


**Results
      of Operations**





**Three
      months ended March 31, 2005 compared to three months ended March 31,
      2004**





Since
      the
      Company was formed in November 2001, it has not earned any revenues and has
      incurred a net loss since its inception of $5,760,304 through March 31, 2005.





Operating
      Expenses





For
      the
      three months ended March 31, 2005, total operating expenses were $1,416,495
      as
      compared to $123,404 for the three months ended March 31, 2004, an increase
      of
      $1,293,091, or approximately 1,048%.





Included
      in this increase was:





·
            For
                the three months ended March 31, 2005, we incurred research and
                development expense of $55,075 compared to $25,763 for the three
                months
                ended March 31, 2004, an increase of $29,312 or 114%. The increase
                was due
                to an increase in amounts of materials consumed in our product
                development.


·
            For
                the three months ended March 31, 2005, we incurred professional fees
                of
                $28,861 as compared to $44,776 for the three months ended March 31,
                2004,
                a decrease of $15,915 or 35.5%. The decrease was due to a decrease
                in
                amounts paid to various consultants and professionals related to
                our
                patents and related legal matters.


·
            Stock-based
                compensation expense increased to $1,259,522 for the three months
                ended
                March 31, 2005 from $0 for the three months ended March 31, 2004.
                The
                increase in stock-based compensation expense was attributable to
                the
                valuation of issuable common shares and warrants under the variable
                method
                of accounting.


·
            For
                the three months ended March 31, 2005, general and administrative
                expenses
                were $73,037 as compared to $52,865 for the three months ended March
                31,
                2004, an increase of $20,172, or approximately 38%. 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 March 31, 2005, interest expense was $47,031 as compared
      to
      $8,375 for the three months ended March 31, 2004 and was related to an increase
      in borrowings.





For
      the
      three months ended March 31, 2004, we recorded a gain on sale of marketable
      securities of $46,112 as compared to $0 for the three months ended March 31,
      2005.





As
      a
      result of these factors, we reported a net loss of $1,460,717 or $.04 per share
      for the three months ended March 31, 2005, as compared to a net loss of $85,667
      or $.00 per share for the three months ended March 31, 2004.


-16-
 Index


**LIQUIDITY
      AND CAPITAL RESOURCES**





A t
      March
      31, 2005, we had cash and cash equivalents of $766,635.





Net
      cash
      used in operating activities for the three months ended March 31, 2005 was
      $240,709 as compared to net cash used in operating activities of $134,870 for
      the three months ended March 31, 2004. For the three months ended March 31,
      2005, we used cash to fund our loss of $1,460,717 and to fund prepayments and
      other current assets of $166,281 offset by non-cash items such as depreciation
      and amortization of $17,396 and stock-based compensation of $1,259,522,
      increases in accounts payable of $74,623 and increases in other current
      liabilities of $34,748. For the three months ended March 31, 2004, we used
      cash
      to fund our loss of $85,667, to fund prepayments and other current assets of
      $26,953, to repay accounts payable of $448 and had a gain on the sale of
      marketable securities of $46,154 offset by a non-cash item of depreciation
      and
      amortization of $12,516, and increases in other current liabilities of $11,836.





Net
      cash
      used in investing activities for the three months ended March 31, 2005 was
      $264,661 as compared to net cash used in investing activities for the three
      months ended March 31, 2004 of $281,863. For the three months ended March 31,
      2005, we used cash for capital expenditures of $264,661. For the three months
      ended March 31, 2004, we used cash for capital expenditures of $402,782 offset
      by cash provided from the sale of marketable securities of $120,919.


Net
      cash
      provided by financing activities for the three months ended March 31, 2005
      was
      $224,591 as compared to net cash used in financing activities for the three
      months ended March 31, 2004 of $555. For the three months ended March 31, 2005,
      we received net proceeds of $238,092 from related party advances offset by
      the
      repayment of loans and mortgages payable of $13,501.


We
      currently have no
      material commitments for capital expenditures.


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





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





Currently,
      the Peoples 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 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.





-17-
 Index


**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 March 31,
      2005.


**Impact
      of Recently Issued Accounting Pronouncements**


In
      November 2004, Financial Accounting Standards Board issued statement of
      Financial Accounting Standard No. 151, “Inventory Costs.” The new statement
      amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material. This statement requires that those items
      be
      recognized as current-period charges and requires that allocation of fixed
      production overheads to the cost of conversion be based on the normal capacity
      of the production facilities. This statement is effective for fiscal years
      beginning after June 15, 2005. We do not expect adoption of this statement
      to
      have a material impact on our financial condition or results of operations.


In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment.”
This statement replaces FASB Statement No. 123 and supersedes APB Opinion No.
      25. Statement No. 123(R) will require the fair value of all stock option awards
      issued to employees to be recorded as an expense over the related vesting
      period. The statement also requires the recognition of compensation expense
      for
      the fair value of any unvested stock option awards outstanding at the date
      of
      adoption. We do not expect the adoption of this statement to have a material
      impact on our financial condition or results of operations.




**Item
      3. Controlsand 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.





-18-
 Index


**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





**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
                Officer31.2
            Rule
                13a - 14(a)/15d-14(a) Certification of the Chief Financial
                Officer32.1
            Section
                1350 certification32.2
            Section
                1350
                certification




-19-
 Index




**SIGNATURES**





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





**Worldwide
      Biotech & Pharmaceutical Company**





Date:
      November 14,
      2005     /s/
      Wenxia Guo


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


Wenxia
      Guo


Chief
      Executive Officer, Director


(Principal
      Executive Officer)





Date:
      November 14,
      2005     /s/
      Peiyi
      Tian


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


Peiyi
      Tian


VP,
      Treasurer, CFO, Director


(Principal
      Financial and Accounting Officer)





Date:
      November 14,
      2005    /s/
      JianJun Liu


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


JianJun
      Liu, Director





Date:
      November 14,
      2005    /s/
      Huimin Zhang


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


Huimin
      Zhang, Director





-20-
 Index