UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







Form
10-Q





xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:





For the quarterly period
endedMarch
31, 2008







o TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934:





For the
transition period from______ to _______










01-06914


Commission
File Number









Worldwide Biotech &
Pharmaceutical Company


(Name of
small business issuer in its charter)








Delaware


(State or
other jurisdiction of Incorporation)








59-0950777


(IRS
Employer Identification Number)








4
Fenghui South Road, 15th Floor,
A10-11501


Jie
Zuo Mansion, Xi'an, Shaanxi 710075


P.R.
China


(Address
of principal executive offices)







86-29-88193339


(Issuer's
telephone number)







Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x   
No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer.  See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one):





Large
Accelerated Filer o   Accelerated
Filer o       Non-Accelerated
Filer o       Smaller
Reporting Company x





The
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date: As of November 9, 2007, there were 53,915,653
shares of the common stock issued and outstanding.





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one): Yes o    
No x





Transitional
Small Business Disclosure Format (check one): Yes o No x





WORLDWIDE BIOTECH &
PHARMACEUTICAL COMPANY AND SUBSIDIARIES





FORM
10-Q




March
31, 2008




TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONITEM
      1 - FINANCIAL STATEMENTS
            4ITEM
      2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
            15ITEM
      3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
            18ITEM
      4 (A) - CONTROLS AND PROCEDURES
            18ITEM
      4 (A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING
            19PART
      II - OTHER INFORMATIONITEM
      1 - LEGAL PROCEEDINGS
            19ITEM
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
            19ITEM
      3 - DEFAULTS UPON SENIOR SECURITIES
            19ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            19ITEM
      5 - OTHER INFORMATION
            19ITEM
      6 - EXHIBITS
            19SIGNATURES
            20





- 2
-





WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES





March 31,
2008





INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS






Contents
              
              Page(s)Consolidated
      Balance Sheets at March 31, 2008 (Unaudited) and December 31,
      2007
              
              4Consolidated
      Statements of Operations and Comprehensive Income for the Three Months
      Ended
                March
      31, 2008 and 2007 (Unaudited)
              
              5Consolidated
      Statements of Cash Flows for the Three Months Ended
                March
      31, 2008 and 2007 (Unaudited)
              
              6Notes
      to the Consolidated Financial Statements (Unaudited)
              
              7 -
      11




- 3
-


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS




March
      31,
                2008
              
              
              December
      31,
                2007(Unaudited)ASSETSCURRENT
      ASSETS:Cash
              
              $
              620,714
              
              
              $
              815,671Accounts
      receivable, net
              
              
              62,976
              
              
              
              71,729Inventories
              
              
              121,099
              
              
              
              178,853Prepayments
      and other current assets
              
              
              182,146
              
              
              
              121,420Total
      Current Assets
              
              
              986,935
              
              
              
              1,187,673PROPERTY,
      PLANT AND EQUIPMENT, net
              
              
              4,923,304
              
              
              
              4,770,394LICENSES,
      net
              
              
              11,328
              
              
              
              13,597LAND
      USE RIGHTS, net
              
              
              774,294
              
              
              
              748,449Total
      Assets
              
              $
              6,695,861
              
              
              $
              6,720,113LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Loan
      payable
              
              $
              684,541
              
              
              $
              658,021Note
      payable
              
              
              192,698
              
              
              
              185,233Current
      maturities of note payable - bank
              
              
              1,426,127
              
              
              
              1,370,877Accounts
      payable
              
              
              309,594
              
              
              
              372,721Due
      to related parties
              
              
              2,178,628
              
              
              
              2,073,826Other
      current liabilities
              
              
              1,359,728
              
              
              
              1,318,533Total
      Current Liabilities
              
              
              6,151,316
              
              
              
              5,979,211MINORITY
      INTEREST
              
              
              82,525
              
              
              
              56,378Total
      Liabilities
              
              
              6,233,841
              
              
              
              6,035,589STOCKHOLDERS'
      EQUITY:Common stock $.001 par value; 90,000,000 shares authorized;
                53,915,653 shares issued and outstanding,
              
              
              53,916
              
              
              
              53,916Additional paid-in capital
              
              
              12,381,441
              
              
              
              12,381,441Accumulated deficit
              
              
              (12,060,222
              )
              
              
              (11,809,129
              )Accumulated
      other comprehensive income (loss):Foreign currency translation gain
              
              
              86,885
              
              
              
              58,296Total
      Stockholders' Equity
              
              
              462,020
              
              
              
              684,524Total
      Liabilities and Stockholders' Equity
              
              $
              6,695,861
              
              
              $
              6,720,113




See
accompanying notes to the consolidated financial statements.


- 4
-




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


(UNAUDITED)





For
      the Year EndedMarch
      31, 2008
            
            
            March
      31, 2007NET
      REVENUES
            
            $
            14,898
            
            
            $
            21,762COST
      OF GOODS SOLD
            
            
            9,806
            
            
            
            18,820GROSS
      PROFIT
            
            
            5,092
            
            
            
            2,942OPERATING
      EXPENSES:Selling
      expenses
            
            
            16,750
            
            
            
            6,687Research
      and development
            
            
            11,670
            
            
            
            -Professional
      fees
            
            
            8,461
            
            
            
            15,000Stock-based
      compensation
            
            
            -
            
            
            
            199,500General
      and administrative
            
            
            128,987
            
            
            
            259,138Total
      Operating Expenses
            
            
            165,868
            
            
            
            480,325LOSS
      FROM OPERATIONS
            
            
            (160,776
            )
            
            
            (477,383
            )OTHER
      (INCOME) EXPENSE:Interest
      income
            
            
            (81
            )
            
            
            -Interest
      expense
            
            
            60,929
            
            
            
            50,671Other
      (income) expense
            
            
            -
            
            
            
            (2,276
            )Realized
      (gain) loss on sale of marketable securities
            
            
            6,084
            
            
            
            (19,509
            )Total
      Other Income (Expenses)
            
            
            66,932
            
            
            
            28,886LOSS
      BEFORE MINORITY INTEREST
            
            
            (227,708
            )
            
            
            (506,269
            )MINORITY
      INTEREST
            
            
            23,385
            
            
            
            (83,306
            )NET
      LOSS
            
            
            (251,093
            )
            
            
            (422,963
            )OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain
            
            
            28,589
            
            
            
            27,518COMPREHENSIVE
      LOSS
            
            $
            (222,504
            )
            
            $
            (395,445
            )NET
      LOSS PER COMMON SHARE - BASIC AND DILUTED:Net
      loss per common share - Basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average number of common shares outstanding - basic and
      diluted
            
            
            53,915,653
            
            
            
            42,515,653







See
accompanying notes to the consolidated financial statements.


- 5
-


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





For
      The Three Months EndedMarch
      31, 2008
            
            
            March
      31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (251,093
            )
            
            $
            (422,963
            )Adjustments
      to reconcile net loss to net cash provided by(used
      in) operating activities:Depreciation
      and amortization
            
            
            60,896
            
            
            
            105,053Allowance
      for doubtful accounts
            
            
            -
            
            
            
            84,346Stock-based
      compensation
            
            
            -
            
            
            
            199,500Gain
      on sale of marketable securities
            
            
            -
            
            
            
            (19,509
            )Minority
      interest
            
            
            23,385
            
            
            
            (83,306
            )Changes
      in assets and liabilities:Accounts
      receivable
            
            
            11,643
            
            
            
            247Inventories
            
            
            64,961
            
            
            
            (10,070
            )Prepayments
      and other current assets
            
            
            (55,833
            )
            
            
            70,221Accounts
      payable
            
            
            (78,149
            )
            
            
            (29,493
            )Accrued
      expenses and other current liabilities
            
            
            (5,754
            )
            
            
            149,448NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            (229,944
            )
            
            
            43,474CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds
      from sale of marketable securities
            
            
            -
            
            
            
            172,857Purchase
      of property and equipment
            
            
            (14,413
            )
            
            
            (167,139
            )NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
            
            
            (14,413
            )
            
            
            5,718CASH
      FLOWS FROM FINANCING ACTIVITIES:Payments
      on mortgages payable
            
            
            -
            
            
            
            (4,546
            )Proceeds
      from (payment to) stockholders/officers
            
            
            21,344
            
            
            
            (63,087
            )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            21,344
            
            
            
            (67,633
            )EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
            
            
            28,056
            
            
            
            27,518NET
      CHANGE IN CASH
            
            
            (194,957
            )
            
            
            9,077CASH
      at beginning of period
            
            
            815,671
            
            
            
            117,320CASH
      at end of period
            
            $
            620,714
            
            
            $
            126,397SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW  INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -NON-CASH  INVESTING
      AND FINANCING ACTIVITIES:Issuance
      of common stock for debt conversion
            
            $
            -
            
            
            $
            1,000,000








See
accompanying notes to the consolidated financial statements.





- 6
-




WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES


Notes
to the Consolidated Financial Statements


March 31,
2008


(Unaudited)





NOTE
1 – ORGANIZATION AND OPERATIONS





Worldwide
Biotech & Pharmaceutical Company, (“Worldwide” or the “Company”) was
incorporated in Delaware in 1961.  In the fourth quarter of 2005, the
Company commenced revenue producing operations.





On April
20, 2004, as amended on August 3, 2004 and effective December 16, 2004, under an
Agreement and Plan of Reorganization, the Company issued 33,600,000 shares of
its common stock for the acquisition of all of the outstanding capital stock of
Yangling Daiying Biological Engineering Co., Ltd. (“Daiying”) with the former
shareholders of the Company retaining 1,057,102 or approximately 5% of the
outstanding stock.  As a result of the ownership interests of the
former shareholders of Daiying, for financial accounting purposes, the exchange
of stock has been treated as a recapitalization of Worldwide with Daiying deemed
the accounting acquirer and Worldwide deemed the accounting acquiree under the
purchase method of accounting in accordance with Statement of Financial
Accounting Standards No. 141 “Business Combinations” (“SFAS
No. 141”).  Additionally, as part of the Merger, the Company,
whose former name was Sun City Industries, Inc., amended its Articles of
Incorporation, and changed its name to Worldwide Biotech & Pharmaceutical
Company.





Daiying
was incorporated on November 26, 2001 in Shaanxi Province, the People’s Republic
of China (the “PRC”).  Its principal business activities are to
develop and market viruses/viral vectors, external diagnostic reagents,
prophylactic vaccines for humans, and oral solid dosage forms of traditional
Chinese medicine products.





On March
7, 2005, Daiying formed Shaanxi Daiying Medicine Distribution Co., Ltd.
(“Shaanxi”) with a stockholder of the Company, in which Daiying holds a 90%
interest.  The stockholder’s contribution for its 10% interest was
Renminbi (“RMB”) 500,000 (equivalent to $61,956 at December 31, 2005), which has
been reduced by its proportional share of Shaanxi’s loss from
inception-to-date.  Shaanxi’s principal business activities are
trading of medicine products.





On July
26, 2005, Glory Dragon Investments Ltd. (“Glory Dragon”), an international
business company, was formed in the British Virgin Islands by the Company. Glory
Dragon then established a wholly-owned foreign investment company in the
People’s Republic of China known as Shaanxi Allied Shine International
Investment Management Consulting Ltd. (“Shaanxi Allied”) on December 27, 2005.
Worldwide transferred all of its shares in Daiying to Shaanxi Allied on December
27, 2005.





On
January 19, 2006, Worldwide by and through its wholly owned subsidiary, Daiying,
entered into a Reorganization Agreement with Hunan Hua Yang Pharmaceutical Co.
Ltd. (“Hua Yang”) and its shareholders.  Pursuant to this agreement,
the Company issued 482,800 shares of its common stock to the shareholders of Hua
Yang to acquire 51%.  Hua Yang, incorporated on June 22, 1999 in Hunan
Province, China, engages in developing, manufacturing and marketing synthetic
chemical medicine, antibiotics, immune vaccine and nutrient
supplements.





Also on
January 19, 2006, Daiying entered into a Reorganization Agreement with Hunan Ze
An Pharmaceutical Co. Ltd. (“Ze An”) and its shareholders.  Daiying
paid RMB3,400,000 (equivalent to US$424,115 at March 31, 2006) and 217,600
shares of common stock of Worldwide for 65% of Ze An.  Ze An was
incorporated in February 2000 in Hunan Province, China, and engages in
developing, manufacturing and marketing essential traditional Chinese medicine,
organic herbal medicine, and neutraceutical products.





On
December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li, minority
shareholders of Ze An and Hua Yang, entered into a Consolidation and
Reorganization Agreement (“Consolidation”).   Pursuant to the
Consolidation, Ze An merged into Hua Yang with Hua Yang assuming all assets and
liabilities of Ze An and Hua Yang continuing as the surviving
entity.  In addition, as part of the Consolidation, Daiying acquired
an additional 15% equity interest in Ze An for a note payable to Mr. Zhongyu Lu,
a former shareholder of Ze An, of RMB1,351,200 (equivalent to $172,954 at
December 31, 2006).  The note included the principal of RMB1.2 million
(equivalent to $153,600 at December 31, 2006) and accrued interest of RMB151,200
(equivalent to $19,354 at December 31, 2006) based on an interest rate of 6.3%
per annum with both principal and interest due December 4, 2007; the note is
currently passed due.  The Company owns a 67.3486% equity interest of
Hua Yang subsequent to the consolidation.


- 7
-
  WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
presentation





The
accompanying unaudited consolidated financial statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information, and
with the rules and regulations of the United States Securities and Exchange
Commission to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements.  In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods have been
included.  These consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company for the
year ended December 31, 2007 and notes thereto contained in the Report on Form
10-KSB of the Company as filed with the United States Securities and Exchange
Commission (the “SEC”) on April 15, 2008.  Interim results are not
necessarily indicative of the results for the full year.





The
consolidated financial statements include all the accounts of the Company and
its wholly-owned and majority-owned subsidiaries. All significant inter-company
balances and transactions have been eliminated.  The results of
operations for Hua Yang have been included in the Consolidated Statements of
Operations and Comprehensive Loss since the date of acquisition.





Reclassification





Certain
amounts in the prior period financial statements have been reclassified to
conform to the current period presentation.  These reclassifications
had no effect on reported losses.





Use of
estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reporting amounts of revenues and expenses
during the reported period.  Significant estimates include the
estimated useful lives of property, plant and equipment, land use rihgt and
licenses. Actual results could differ from those estimates.





Cash
equivalents





The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.





Trade accounts
receivable





Trade
accounts receivable are recorded at the invoiced amount, net of an allowance for
doubtful accounts.  The allowance for doubtful accounts is the
Company’s best estimate of the amount of probable credit losses in the Company’s
existing accounts receivable.  The Company determines the allowance
based on historical write-off experience, customer specific facts and economic
conditions.  Bad debt expense is included in general and
administrative expenses, if any.





Outstanding
account balances are reviewed individually for collectibility. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote.  The
Company does not have any off-balance-sheet credit exposure to its
customers.





Inventories





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





Property, plant and
equipment





Property,
plant and equipment are recorded at cost.  Expenditures for major
additions and betterments are capitalized.  Maintenance and repairs
are charged to operations as incurred.  Depreciation of property,
plant and equipment is computed by the straight-line method (after taking into
account their respective estimated residual values) over the assets estimated
useful lives ranging from five (5) years to 20 years.  Upon sale or
retirement of property, plant and equipment, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in
operations. Leasehold improvements, if any, are amortized on a straight-line
basis over the lease period or the estimated useful life, whichever is
shorter.  Upon becoming fully amortized, the related cost and
accumulated amortization are removed from the accounts.  Construction
in progress includes direct costs of construction of factory building. Interest
incurred during the period of construction has not been capitalized as such
amounts are considered to be immaterial at this time. Construction in progress
is not depreciated until such time as the assets are completed and put into
operational use.


- 8
-
  WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)







Land use
rights





Land use
rights represent the cost to obtain the right to use land in the
PRC.  Land use rights are carried at cost and amortized on a
straight-line basis over the lives of the right ranging from 40 to 50
years.  Upon becoming fully amortized, the related cost and
accumulated amortization are removed from the accounts.





Licenses





The
Company has adopted the guidelines as set out in Statement of Financial
Accounting Standards No. 142 “Goodwill and Other Intangible
Assets” (“SFAS No. 142”) for the licenses.  Under the
requirements as set out in SFAS No. 142, the Company amortizes the costs of
acquired licenses over their remaining legal lives or the term of the contract,
whichever is shorter.  Licenses are stated at cost less accumulated
amortization and accumulated impairment losses, if any.  Upon becoming
fully amortized, the related cost and accumulated amortization are removed from
the accounts.





Impairment of long-lived
assets





The
Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets”(“SFAS No. 144”) for its long-lived
assets. The Company’s long-lived assets, which include property, plant and
equipment, land use rights and licenses are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.





The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset’s expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives. The
Company determined that there were no impairments of long-lived assets for the
three months ended March 31, 2008 or 2007.





Fair value of financial
instruments





The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of
Financial Instruments”(“SFAS No. 107”) for its financial
instruments. The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing
parties.  The carrying amounts of financial assets and liabilities, such as
cash, trade accounts receivable, prepayments and other current assets, accounts
payable, accrued expenses and other current liabilities, approximate their fair
values because of the short maturity of these instruments.  The
Company’s loan approximates the fair value of such instruments based upon
management’s best estimate of interest rates that would be available to the
Company for similar financial arrangements at March 31, 2008.





Revenue
recognition





The
Company follows the guidance of the United States Securities and Exchange
Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue
recognition.  The Company revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has occurred
and the title and risk of loss transfer to the buyer, the sales price to the
customer is fixed or determinable, and collectability is reasonably
assured.  Persuasive evidence of an arrangement is demonstrated via
invoice to the customer; product delivery is evidenced by the warehouse shipping
log as well as a signed bill of lading from the trucking company and no product
return is allowed except for defective or damaged products; the sales price to
the customer is fixed upon acceptance of the purchase order; and there are no
separate sales rebates, discounts, or volume incentives.  The Company
manufactures and distributes traditional Chinese medicine, including drink
tablets, synthetic medicine, antibiotics, biotech medicine and biotech reagents;
wholesale Class II medical devices, Class III medical devices, including but not
limited to, medical sewing materials and bond, medical high molecular materials
and products, and disposable sterile medical devices.  The majority of
the Company's revenue derives from sales contracts with
distributors.  The Company sells certain products to certain customers
on a consignment basis.  The Company records revenue for consignment
transactions when the consignee sells the product to the end users.


- 9
-
  WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)







Stock based
      compensation





Effective
January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS
No. 123R”) using the modified prospective method.  On January 12,
2007, the Company issued 1,400,000 shares of its common stock to three employees
pursuant to the 2005 Non-Qualified Stock Compensation Plan (see Note
15(i)).  The Company valued the shares at $0.15 per share, the closing
price of the Company’s common stock on the date of issuance and charged $210,000
to stock based compensation.  The Company did not issue any stock
options or warrants to any employees, directors, officers or third parties since
January 1, 2006.





Research and
      development





Research
and development costs are charged to expense as incurred. Research and
development costs consist primarily of remuneration for research and development
staff, depreciation and maintenance expenses of research and development
equipment and material costs for research and development.





Shipping and handling
      costs





The
Company accounts for shipping and handling fees in accordance with the Financial
Accounting Standards Board Emerging Issues Task Force Issue No. 00-10 “Accounting for Shipping and
Handling Fees and Costs” (“EITF Issue No. 00-10”).  While
amounts charged to customers for shipping product are included in revenues, the
related costs are classified in cost of goods sold as incurred.





Income
      taxes





The
Company follows Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”
(“SFAS No. 109”), which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in the financial statements or tax returns.  Under this
method, deferred tax assets and liabilities are based on the differences between
the financial statement and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the Consolidated Statements of Operations and Comprehensive Income
in the period that includes the enactment date.





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 No. 52 “Foreign
Currency Translation” (“SFAS No. 52”) and are included in determining net
income or loss.





The
financial records of the Company are maintained in their local currency, the
Renminbi (“RMB”), which is the functional currency. Assets and liabilities are
translated from the local currency into the reporting currency, 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 combined and consolidated financial
statements.  Foreign currencytranslation gain (loss)
resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining accumulated other
comprehensive income in the consolidated statement of stockholders’
equity.





RMB is
not a fully convertible currency.  All foreign exchange transactions
involving RMB must take place either through the People’s Bank of China (the
“PBOC”) or other institutions authorized to buy and sell foreign
exchange.  The exchange rate adopted for the foreign exchange
transactions are the rates of exchange quoted by the PBOC, which are determined
largely by supply and demand.  Translation of amounts from RMB into
United States dollars (“US$”) has been made at the following exchange rates for
the respective years:




March 31,
      2008Balance sheet
              RMB
      7.0120 to US$1.00Statement of operations and comprehensive income
              RMB
      7.1590 to US$1.00December 31,
      2007Balance sheet
              RMB
      7.2946 to US$1.00Statement of operations and comprehensive income
              RMB
      7.6072 to US$1.00March 31,
      2007Balance sheet
              RMB
      7.7232 to US$1.00Statement of operations and comprehensive income
              RMB
      7.7582 to US$1.00
  - 10
-


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)


Commencing
July 21, 2005, China adopted a managed floating exchange rate regime based
on market demand and supply with reference to a basket of currencies. The
exchange rate of the US dollar against the RMB was adjusted from approximately
RMB 8.2765 per US dollar to approximately RMB 8.11 per US dollar on
July 21, 2005. Since then, the PBOC administers and regulates the exchange
rate of the US dollar against the RMB taking into account demand and supply of
RMB, as well as domestic and foreign economic and financial
conditions.





Net gains
and losses resulting from foreign exchange transactions, if any, are included in
the Consolidated Statements of Operations and Comprehensive loss.  The
foreign currency translation gain at March 31, 2008 and 2007 were $28,589 and
$27,518 and effect of exchange rate changes on cash flows for the three months
period then ended were $28,506 and $27,518, respectively.





Comprehensive income
(loss)





The
Company has adopted Statement of Financial Accounting Standards No. 130 “Reporting Comprehensive
Income” (“SFAS No. 130”).  This statement establishes rules for
the reporting of comprehensive income (loss) and its
components.  Comprehensive income (loss), for the Company, consists of
net loss and foreign currency translation adjustments and is presented in the
Consolidated Statements of Operations and Comprehensive Income (loss) and
Stockholders’ Equity.





Net loss per common
share





Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128 “Earnings
Per Share” (“SFAS No. 128”).  Basic net loss per common share
is computed by dividing net loss by the weighted average number of shares of
common stock outstanding during each period. Diluted net loss per common share
is computed by dividing net loss by the weighted average number of shares of
common stock and potentially outstanding shares of common stock during each
period.  There were no potentially dilutive shares outstanding as of
March 31, 2008 or 2007.





Commitments and
contingencies





Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and
penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the assessment can be reasonably
estimated.





Recently issued
      accounting pronouncements





On June
5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
as amended by SEC Release No. 33-8889 on February 1, 2008. Commencing with its
annual report for the fiscal year ending December 31, 2008, the Company will be
required to include a report of management on its internal control over
financial reporting. The internal control report must include a
statement





·
            Of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





·
            Of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





·
            Of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.





On
September 15, 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements”
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.





On
February 15, 2007, the FASB issued FASB Statement No. 159“The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,
2007, with earlier adoption permitted. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.


- 11
-
  WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)


In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities” (“EITF Issue No. 07-3”) which is effective for
fiscal years beginning after December 15, 2007.  EITF Issue No. 07-3
requires that nonrefundable advance payments for future research and development
activities be deferred and capitalized.  Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed.  The Company does not expect the adoption of EITF Issue No.
07-3 to have a material impact on the financial results of the
Company.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company will adopt
this standard at the beginning of the Company’s year ending December 31, 2008
for all prospective business acquisitions. The Company has not determined the
effect that the adoption of SFAS No. 141(R) will have on the financial results
of the Company.





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company will adopt this standard at the beginning of the Company’s year ending
December 31, 2008 for all prospective business acquisitions.  The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.





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.





NOTE
3 – GOING CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As reflected in the
accompanying consolidated financial statements, the Company has an accumulated
deficit of $12,060,222 and a working capital deficiency of $5,119,711 at March
31, 2008, a net loss of $251,093 and net cash used in operations of $229,944 for
the three months ended March 31, 2008, respectively.





While the
Company is attempting to produce sufficient revenues, the Company’s cash
position may not be enough to support the Company’s daily operations. Management
intends to raise additional funds by way of a public or private
offering.  Management believes that the actions presently being taken
to further implement its business plan and generate sufficient revenues provide
the opportunity for the Company to continue as a going concern.  While
the Company believes in the viability of its strategy to increase revenues and
in its ability to raise additional funds, there can be no assurances to that
effect.  The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate sufficient revenues.  The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.





NOTE
4 – ACCOUNTS RECEIVABLE





Accounts
receivable at March 31, 2008 and December 31, 2007 consisted of the
following:





March
      31,
              2008
            
            December
      31,
              2007Accounts
      receivable
            
            $
            430,406
            
            
            $
            424,924Less
      allowance for doubtful accounts
            
            
            (367,430
            )
            
            
            (353,195
            )$
            62,976
            
            
            $
            71,729





For the
three month period ended March 31, 2008 and 2007, the Company did not record any
bad debt expense.


- 12
-


WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)







NOTE
5 – INVENTORIES





Inventories
at March 31, 2008 and December 31, 2007 consisted of the following:





March
      31,
              2008
            
            December
      31,
              2007Raw
      materials
            
            $
            90,824
            
            
            $
            82,770Work
      in process
            
            
            7,886
            
            
            
            -Finished
      goods
            
            
            460,185
            
            
            
            494,987558,895
            
            
            
            577,757Less
      inventory obsolescence
            
            
            (437,796
            )
            
            
            (398,904
            )$
            121,099
            
            
            $
            178,853





NOTE
6 – RELATED PARTY TRANSACTIONS





Due to
and notes payable – related parties at March 31, 2008 and December 31, 2007
consisted of the following:





March
      31,
              2008
            
            
            December
      31, 2007Due
      to related parties (a)
            
            $
            2,178,628
            
            
            $
            2,073,826Note
      payable – stockholder (b)
            
            
            192,698
            
            
            
            185,233





(a)
            The
      chief executive officer and a stockholder advanced funds to the Company
      for its working capital.  These advances are unsecured, due on
      demand and non-interest bearing.





(b)
            Note
      payable to a stockholder is unsecured, payable to a stockholder with
      interest at 6.3% per annum and due December 4, 2007.  The note
      is currently past due.





NOTE
7 – CONCENTRATIONS AND CREDIT RISK





Credit
risk





Financial
instruments that potentially subject the Company to significant concentration of
credit risk consist primarily of cash and cash equivalents.  As of March
31, 2008, substantially all of the Company’s cash and cash equivalents were held
by major financial institutions located in the PRC, none of which are
insured.  However, the Company has not experienced losses on these
accounts and management believes that the Company is not exposed to significant
risks on such accounts.




- 13
-
  WORLDWIDE
BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES
 Notes
to the Consolidated Financial Statements
 March 31,
2008
 (Unaudited)







NOTE
8 - FOREIGN OPERATIONS





(i)
Operations





Substantially
all of the Company’s operations are carried out and all of its assets are
located in the PRC. Accordingly, the Company’s business, financial condition and
results of operations may be influenced by the political, economic and legal
environments in the PRC. The Company’s business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency fluctuation and remittances and methods of taxation, among
other things.





(ii)
Dividends and reserves





Under the
Corporation Law of the PRC, net income after taxation can only be distributed as
dividends after appropriation has been made for the following: (i) cumulative
prior years’ losses, if any; (ii) allocations to the “Statutory Surplus Reserve”
of at least 10% of net income after tax, as determined under PRC accounting
rules and regulations, until the fund amounts to 50% of the Company’s registered
capital; (iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company’s “Statutory Common Welfare
Fund”, which is established for the purpose of providing employee facilities and
other collective benefits to employees in PRC; and (iv) allocations to any
discretionary surplus reserve, if approved by stockholders.





As of
March 31, 2008, the Company had no Statutory Surplus Reserve and the Statutory
Common Welfare Fund established and segregated in retained
earnings.





- 14
-




Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations





A.
            PRELIMINARY
      NOTE REGARDING FORWARD-LOOKING
STATEMENTS





The
following analysis of the Company's results of operations and financial
condition should be read in conjunction with the financial statements of
Worldwide Biotech & Pharmaceutical Company for the year ended December 31,
2007 and notes thereto contained in Report on Form 10-KSB of Worldwide Biotech
& Pharmaceutical Company as filed with the Securities and Exchange
Commission.





This
document contains certain forward-looking statements including, among others,
anticipated trends in our financial condition and results of operations and our
business strategy. These forward-looking statements are based largely on our
current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking statements.
Important factors to consider in evaluating such forward-looking statements
include (i) changes in external factors or in our internal budgeting process
which might impact trends in our results of operations; (ii) unanticipated
working capital or other cash requirements; (iii) changes in our business
strategy or an inability to execute our strategy due to unanticipated changes in
the industries in which we operate; and (iv) various competitive market factors
that may prevent us from competing successfully in the marketplace.




B.
            OVERVIEW
      OF BUSINESS





The
Company was incorporated in Delaware in 1961. On Dec. 16, 2004, through a
Reorganization Agreement, the Company reorganized with Yangling Daiying Biotech
& Pharmaceutical Group Co., Ltd. (“Daiying”), located at Yangling High-tech
Agricultural Demonstration Zone, P.R. China. The Company operates its business
mainly through its wholly-owned subsidiary, Daiying and its subsidiaries in P.R.
China. The Company focuses on research and development, manufacture and
distribution of in vitro diagnostics, human vaccine, biomedicines, traditional
Chinese medicines, synthetic medicines and medical devices with frontier
technologies and great potentials.





Summary
of research and development





As a
biotech-focused company, we have made significant progress on our HCV research
pipelines. We were able to successfully set up the in vitro intact HCV virus
culturing system which could continuously replicate the HCV virus in vitro and
we are the first entity in the world to break this bottleneck in the HCV
research field. Secondly, we have developed a new generation of HCV diagnostic
reagents which has been fully approved for production and free sales by SFDA in
China in 2006. We have also fully established a high-throughput anti-HCV
medicine screening system and started screening anti - HCV medicines. We expect
to get one or two new anti-HCV leads in the next two years if we can raise
enough capital funding for our research. We are actively developing HCV human
vaccine and by the end of year 2006, we have successfully created two
replication-deficient HCV strains which could induce high immune responses in
rabbit test subjects. We are now optimizing large-quantity purification methods
for replication-deficient HCV virus and setting up ideal animal models for
efficacy and safety studies of HCV human vaccine. Meanwhile, we will actively
seek new collaboration opportunities and promising research projects. The
progress on our research projects depend on our ability to raise enough funding
in the following year.





Corporate
Events and Accomplishments





Our
growth and development as a business enterprise has been marked by a number of
significant corporate events. Daiying acquired Hunan Hua Yang Pharmaceutical
Co., Ltd. (Hua Yang) and Hunan Ze An Pharmaceutical Co., Ltd. (Ze An) on January
19, 2006. On December 18, 2006, Daiying, Mr. Aibin Chen and Mr. Zuobin Li,
minority shareholders of Ze An and Hua Yang, entered into a Consolidation and
Reorganization Agreement (“Consolidation”). Pursuant to the Consolidation Ze An
merged into Hua Yang with Hua Yang as a surviving entity. In addition, as part
of the Consolidation, Daiying acquired a 15% equity interest in Ze An for a note
payable to Mr. Zhongyu Lu, a former shareholder of Ze An, of RMB1,351,200
(equivalent to $172,954 at December 31, 2006). The note included the principal
of RMB1.2 million (equivalent to $153,600 at December 31, 2006) and accrued
interest of RMB151,200 (equivalent to $19,354 at December 31, 2006) based on an
interest rate of 6.3% per annum with both principal and interest due December 4,
2007. The purpose of the Consolidation was to optimize capital resources and to
minimize operating expenses.





With the
completion of these reorganization transactions, the Company now owns two
manufacturing facilities: the research and development and manufacturing
headquarters of the Company, Daiying, is located at Yangling Hi-tech
Demonstration Zone, Shaanxi Province, PRC. Daiying purchased the right to use
35,940 square meters of land and constructed a 5,359 square meter fully equipped
manufacturing facility. Daiying owns six (6) traditional Chinese medicines and
HCV in vitro diagnostics which have National Drug Production Licenses from the
China State Food and Drug Administration (“SFDA”). Hua Yang purchased the right
to use 51,640 square meters of land with a GMP-compliant manufacturing facility
of 13,093 square meters. Hua Yang owns 29 medicines with National Drug
Production Licenses and six (6) functional foods with National Food Production
Licenses from the SFDA.





In
addition, the Company entered into a sole distribution agreement with
TARAMEDIC.CORPORATION.BHD (TARAMEDIC), a Malaysian company, to distribute its
Tara KLamp® Disposable Circumcision Device (“Tara KLamp”). TARAMEDIC owns
patents for Tara KLamp in both Malaysia and China. Tara KLamp has been
registered with the SFDA and sales began in 2006.





- 15
-






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





To
continue its research and development on HCV product development and facilitate
the transition from focusing on research and development to engaging in both
research and commercialization of new medical products the Company may have to
rely on its ability to raise additional capital during the next twelve months.
In the case that the Company does not meet its fundraising goal in the year
2007, the above research projects will be delayed and production might not meet
the market demand for the Company's new product.





The
following analysis shows the selected unaudited consolidated statement of
operations data of the Company for the three month period ended March 31, 2008
and March 31, 2007.





Results
of Operations for the three months ended March 31, 2008 compared to the three
months ended March 31, 2007





Revenues





For the
three months ended March 31, 2008, our revenues were $14,898 as compared to $
21,762 for the three months ended March 31, 2007, a decrease of $6,864. We
attribute this decrease in net revenues to the lower revenues generated from Hua
Yang, a majority owned subsidiary.





Cost
of Sales and Gross Profit





For the
three months ended March 31, 2008, cost of sales amounted to $ 9,806 as compared
to cost of sales of $ 18,820 for the three months ended March 31, 2007. Gross
profit for the three months ended March 31, 2008 was $5,092, as compared to $
2,942 for the three months ended March 31, 2007.





Operating
Expenses





For the
three months ended March 31, 2008, total operating expenses were $165,868 as
compared to $480,325 for the three months ended March 31, 2007, a decrease of
$314,457, or approximately 65.5%.





Included
in this decrease was:





·
            For
      the three months ended March 31, 2008, we incurred selling expense of
      $16,750 as compared to $6,687 for the three months ended March 31, 2007.
      We increased the selling expense in the first three months of 2008 to
      promote sales activities and build our sales
  network.


·
            For
      the three months ended March 31, 2008, we incurred research and
      development cost of $11,670 compared to $0 for the three months ended
      March 31, 2007, attributable to increased research and development
      activities on drug screening
research.


·
            For
      the three months ended March 31, 2008, we incurred professional fees of
      $8,461 as compared to $15,000 for the three months ended March 31, 2007, a
      decrease of $6,539.


·
            Stock-based
      compensation expense was $0 for the three months ended March 31, 2008 from
      $199,500 for the three months ended March 31,
  2007.


·
            For
      the three months ended March 31, 2008, general and administrative expenses
      were $128,987 as compared to $259,138 for the three months ended March 31,
      2007, a decrease of $130,151, approximately (50.2%). The decrease was
      attributable to the consolidation of Hua Yang and Ze An that reduced
      certain general and administrative expenses and some steps to be taken to
      control the expenses of the
company.





For the
three months ended March 31, 2008, interest expense was $60,929 as compared to
$50,671 for the three months ended March 31, 2007. For the three months ended
March 31, 2008, other expenses were $0 as compared to $2,276 for the three
months ended March 31, 2007.





As a
result of these factors, The Company reported a net loss of ($251,093) or $0.00
per share for the three months ended March 31, 2008, as compared to a net loss
of ($422,963) or ($0.01) per share for the same period in 2007.





- 16
-






LIQUIDITY
AND CAPITAL RESOURCES





At March
31, 2008, we had cash and cash equivalents of $620,714.





Net cash
used in operating activities for the three months ended March 31, 2008 was
$229,944 as compared to net cash provided by operating activities of $43,474 for
the three months ended March 31, 2007. For the three months ended March 31,
2008, we used cash to fund our loss of $251,093; our inventories decreased by
$64,961; accounts payable decreased by $78,149, and received net cash on
accounts receivable of $11,643, prepayments and other current assets increased
by $55,833, accrued liabilities and other payable decreased by $5,754, and by an
increase in the minority interest portion of non-majority owned subsidiaries’
losses, offset by non-cash items such as depreciation and amortization of
$60,896. For the three months ended March 31, 2007, we used cash to fund our
loss of $422,963 and to reductions of accounts receivable of $247 funding of
inventories of $10,070, accounts payable of $29,493, increasing accrued expenses
and other current liabilities by $149,448, a decrease by minority interests
portion of non-majority owned subsidiaries losses, offset by non-cash items such
as depreciation and amortization of $105,053, stock-based compensation of
$199,500 and decreases in prepayments and other current assets of
$70,221.





Net cash
used in investing activities for the three months ended March 31, 2008 was
$14,413 as compared to net cash used in investing activities for the three
months ended March 31, 2007 of $5,718. For the three months ended March 31,
2008, we used cash of $14,413 for purchase of plant and equipment. For the three
months ended March 31, 2007, we used cash for purchase of plant and equipment of
$167,139.





Net cash
provided by financing activities for the three months ended March 31, 2008 was
$21,344 as compared to net cash used in financing activities for the three
months ended March 31, 2007 of $67,633. For the three months ended March 31,
2008, the Company received $21,344 from stockholders/officers. For the three
months ended March 31, 2007, the Company received net proceeds of $63,087 from
stockholders/officers; these were offset by the repayment of mortgages payable
of $4,546.





The
Company has not generated sufficient cash flows from operations. If the Company
does not generate enough revenues from the sales of its products to meet the
cash needs, the Company will need other financing to continue to operate. As the
Company tries to 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 in 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.





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





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





Efforts
to improve the Company’s financial results





The
Company has incurred losses since inception. Management has taken great efforts
to improve the Company’s results of operations and cash flows. The actions
included:





(a)
            Improve
      the capital conditions





We will
take several steps to improve the capital conditions including increase bank
loan and attracting new investment.





(b)
            Increase
      in marketing activities and sales





We begin
to manufacture some drugs which we didn’t make before which will increase our
sale in marketing. And we also take some policy to stimulate the salesmen to
increase the sale.





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Off
Balance Sheet Arrangements





The
Company has no off balance sheet arrangements at March 31, 2008.





Recently
Issued Accounting Pronouncements





In July
2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Interpretation Number 48 “Accounting for Uncertainty in
Income Taxes, an Interpretation of FASB Statement No. 109”(“FIN 48”).
FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken in a tax
return. The Company must determine whether it is “more-likely-than-not” that a
tax position will be sustained upon examination, including resolution of any
related appeals or litigation processes, based on the technical merits of the
position. Once it is determined that a position meets the more-likely-than-not
recognition threshold, the position is measured to determine the amount of
benefit to recognize in the financial statements. FIN 48 applies to all tax
positions related to income taxes subject to FASB Statement No. 109 “Accounting for Income Taxes”.The interpretation clearly scopes out income tax positions related to
FASB Statement No. 5 “Accounting for Contingencies”.The Company does not anticipate that the adoption of this statement will
have a material effect on the Company’s financial condition and results of
operations.





On
September 15, 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”
(“SFAS No. 157").  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.





In
September 2006, FASB issued SFAS No. 158“Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No 87, 88, 106 and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires the
recognition of the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in the statement of financial
position and the recognition of changes in that funded status in the year in
which the changes occur through comprehensive income. SFAS No. 158 also requires
the measurement of the funded status of a plan as of the date of the year-end
statement of financial position. The Company does not anticipate that the
adoption of this statement will have any effect on the Company’s financial
condition and results of operations since the Company does not have any defined
benefit or other postretirement plans.





On
February 15, 2007, the FASB issued SFAS No. 159“The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,
2007, with earlier adoption permitted. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.





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





Item
3. Quantitative and Qualitative Disclosures about Market Risk





As our
major products are medicines and clinical tests kits. So we are currently
subject to market risk primarily through the two points. The first one is the
quality of the medicine. The quality of medicine we make decide the income,
reputation and profit of our company. The second one is the policy risk,
especially the SFDA policy on drug manufacture and selling. We do not believe
that the effect of other changes, such as foreign exchange rates and equity
prices currently pose significant market risk for us.





We have
not engaged in any hedging activities since our inception. We do not currently
expect to engage in any hedging activities.





Item
4(A). Controls and Procedures





Our Chief
Executive Officer and Chief Financial Officer (collectively, the "Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. Based upon such officers' evaluation of these
controls and procedures as of a date as of the end of the period covered by this
Quarterly Report, and subject to the limitations noted hereinafter, the
Certifying Officers have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
Quarterly Report is accumulated and communicated to management, including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure. The Certifying Officers have also indicated that there were
no significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions required with regard to significant
deficiencies and material weaknesses. Our management, including each of the
Certifying Officers, does not expect that our disclosure controls or our
internal controls will prevent all potential errors and fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. In
addition, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of the
control. The design of any systems of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.





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ITEM
4(A)T – INTERNAL CONTROL OVER FINANCIAL REPORTING





(a)           The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934, as amended). Management conducted an
evaluation of the effectiveness of the Company’s internal control over financial
reporting based on the criteria set forth in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management has concluded that the
Company’s internal control over financial reporting was not effective as of
December 31, 2007.  See the discussion under Item 4(A)
above.





(b)           This
Quarterly Report does not include an attestation report of the company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management’s
report in this Quarterly Report.





(c)           There
were no changes in the Company's internal controls over financial reporting,
known to the chief executive officer or the chief financial officer that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.







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





Not
Applicable





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 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






- 19
-





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: May
19, 2008







/s/
Wenxia Guo


Wenxia
Guo


Chief
Executive Officer, Director


(Principal
Executive Officer)







Date: May
19, 2008





/s/
Peiyi Tian


Peiyi
Tian


VP,
Treasurer, CFO, Director


(Principal
Financial and Accounting Officer)







Date: May
19, 2008





/s/
Huimin Zhang


Huimin
Zhang


Director








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