**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-QSB**





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




For
      the quarterly period ended **March
      31, 2007**





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




For
      the
      transition period from______ to _______






**01-06914**


Commission
      File Number





**Worldwide
      Biotech & Pharmaceutical Company**


(Name
      of
      small business issuer in its charter)






**Delaware**


(State
      or
      other jurisdiction of Incorporation)






**59-0950777**
 (IRS
          Employer Identification Number)


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


**Jie
      Zuo Mansion, Xi’an, Shaanxi, P.R. China 710075**


(Address
      of principal executive offices)





**86-29-88193339**


(Issuer’s
      telephone number)





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





The
      number of shares outstanding of each of the Issuer’s classes of common equity,
      as of the latest practicable date: As of March 31, 2007, there were 42,515,653
      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**





**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONDENSED
      CONSOLIDATED BALANCE SHEET


AS
      OF
      MARCH 31, 2007


**(Currency
      expressed in United States Dollars (“US$”), except for number of
      shares)**


**(Unaudited)**




**March
                  31, 2007****ASSETS****Current
                  assets:**Cash
                  and cash equivalents
              $
              126,397Accounts
                  receivable, net
              
              81,958Inventories,
                  net
              
              290,358Prepayments
                  and other receivables
              
              118,880**Total
                  current assets**
              
              617,593**Non-current
                  assets:**Property,
                  plant and equipment, net
              
              5,333,398Intangible
                  assets, net
              
              17,467Land
                  use right, net
              
              710,621**Total
                  non-current assets**
              
              6,061,486**TOTAL
                  ASSETS**
              $
              6,679,079**CURRENT
                  LIABILITIES**Current
                  liabilities:Accounts
                  payable
              $
              298,820Short-term
                  bank loans
              
              1,062,400Current
                  portion of mortgages payable
              
              33,307Note
                  payable - stockholder
              
              660,378Due
                  to related parties
              
              1,405,632Accrued
                  liabilities and other payables
              
              1,218,315**Total
                  current liabilities**
              
              4,678,852**Non-current
                  liabilities:**Mortgages
                  payable, less current portion
              
              207,634Long-term
                  bank loans
              
              1,280,000**Total
                  non-current liabilities**
              
              1,487,634**TOTAL
                  LIABILITIES**
              
              6,166,486Minority
                  interests
              
              296,698**Stockholders’
                  equity:**Common
                  stock, $0.001 par value; 90,000,000 shares authorized; 42,515,653
                  shares
                  issued and outstanding
              
              42,516Additional paid-in capital
              
              12,121,558Deferred compensation
              
              (175,500)Accumulated
                  other comprehensive income:-
                  Foreign currency translation gain
              
              65,707Accumulated
                  deficit
              
              (11,838,386)**Total
                  stockholders’ equity**
              
              215,895**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              $
              6,679,079




See
      accompanying notes to condensed consolidated financial statements.


-
            2
            -
  **WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


FOR
      THE
      THREE MONTHS ENDED MARCH 31, 2007 AND 2006


**(Currency
      expressed in United States Dollars (“US$”), except for number of
      shares)**


**(Unaudited)**


**Three
                  Months Ended**
                **March
                  31,****2007**
              
              **2006****NET
                  REVENUES**
              
              $
              21,762
              
              $
              111,321**COST
                  OF REVENUES**
              
              
              18,820
              
              
              106,017**GROSS
                  PROFIT**
              
              
              2,942
              
              
              5,304**OPERATING
                  EXPENSES:**Research
                  and development
              
              
              --
              
              
              14,292Professional
                  fees
              
              
              15,000
              
              
              80,437Stock-based
                  compensation
              
              
              199,500
              
              
              349,500Selling
                  expense
              
              
              6,687
              
              
              12,371General
                  and administrative
              
              
              259,138
              
              
              167,682Total
                  operating expenses
              
              
              480,325
              
              
              624,282**LOSS
                  FROM OPERATIONS**
              
              
              (477,383
              )
              
              (618,978
              )**OTHER
                  INCOME (EXPENSES):**Interest
                  income
              
              
              --
              
              
              74Interest
                  expense
              
              
              (50,671
              )
              
              (79,489
              )Other
                  income
              
              
              2,276
              
              
              15,084Realized
                  gain on sale of marketable securities
              
              
              19,509
              
              
              -Total
                  other expenses
              
              
              (28,886
              )
              
              (64,331
              )**LOSS
                  BEFORE INCOME TAXES AND MINORITY INTERESTS**
              
              
              (506,269
              )
              
              (683,309
              )Income
                  tax expense
              
              
              --
              
              
              --Minority
                  interests
              
              
              83,306
              
              
              20,213**NET
                  LOSS**
              
              $
              (422,963
              )
              $
              (663,096
              )Other
                  comprehensive income:-
                  Change in unrealized gain on marketable securities
              
              
              --
              
              
              34,487-
                  Foreign currency translation gain
              
              
              27,518
              
              
              14,061**COMPREHENSIVE
                  LOSS**
              
              $
              (395,445
              )
              $
              (614,548
              )Net
                  loss per share - Basic and diluted
              
              $
              (0.01
              )
              $
              (0.02
              )Weighted
                  average number of shares outstanding during the period - Basic
                  and
                  diluted
              
              
              42,515,653
              
              
              40,209,640




See
      accompanying notes to condensed consolidated financial
      statements.


-
          3
          -


**WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
      THE
      THREE MONTHS ENDED MARCH 31, 2007 and 2006


**(Currency
      expressed in United States Dollars (“US$”))**


**(Unaudited)**





Three
                Months Ended March 31,2007
            
            2006**Cash
                flows from operating activities:**Net
                loss
            
            $
            (422,963
            )
            $
            (663,096
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activities:Depreciation
                and amortization
            
            
            105,053
            
            
            83,606Allowance
                for doubtful accounts
            
            
            84,346
            
            
            --Stock-based
                compensation
            
            
            199,500
            
            
            349,500Gain
                on sale of marketable securities
            
            
            (19,509
            )
            
            --Minority
                interests
            
            
            (83,306
            )
            
            (20,213
            )Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            247
            
            
            (43,313
            )Inventories
            
            
            (10,070
            )
            
            (49,049
            )Prepayments
                and other receivables
            
            
            70,221
            
            
            36,691Accounts
                payable
            
            
            (29,493
            )
            
            (148,596
            )Accrued
                liabilities and other payable
            
            
            149,448
            
            
            79,379Net
                cash provided by (used in) operating activities
            
            
            43,474
            
            
            (375,091
            )**Cash
                flows from investing activities:**Cash paid for acquisition of Ze An, net of cash acquired
            
            
            --
            
            
            (424,115
            )Acquisition of Hua Yang
            
            
            --
            
            
            13,745Proceeds from sale of marketable securities, net of
                expenses
            
            
            172,857
            
            
            --Purchase of plant and equipment
            
            
            (167,139
            )
            
            (8,731
            )Net
                cash provided by (used in) investing activities
            
            
            5,718
            
            
            (419,101
            )**Cash
                flows from financing activities:**Payments
                on note payable - stockholder
            
            
            --
            
            
            424,115Proceeds
                from loan from related parties
            
            
            --
            
            
            381,492Payments
                on loan to related parties
            
            
            (63,087
            )
            
            --Payments
                on mortgages payable
            
            
            (4,546
            )
            
            (7,732
            )Net
                cash (used in) provided by financing activities
            
            
            (67,633
            )
            
            797,875**Foreign
                currency translation adjustment**
            
            
            27,518
            
            
            (506
            )**NET
                CHANGE IN CASH AND CASH EQUIVALENTS**
            
            
            9,077
            
            
            3,177**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            117,320
            
            
            94,570**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            126,397
            
            $
            97,747**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid for income taxes
            
            $
            --
            
            $
            --Cash
                paid for interest expenses
            
            $
            --
            
            $
            78,453**SUPPLEMENTAL
                DISCLOSURE OF NON-CASH TRANSACTIONS:**Debt-to-equity
                conversion
            
            $
            1,000,000
            
            $
            --





See
      accompanying notes to condensed consolidated financial statements.


-
            4
            -
 **WORLDWIDE
      BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES**


NOTES
      TO
      FINANCIAL STATEMENTS


March
      31,
      2007


**(UNAUDITED)**





**NOTE
      1**  **BASIS
      OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with both generally accepted accounting principles for
      interim financial information, and the instructions to Form 10-QSB and Item
      310(b) of Regulation S-B. Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. The accompanying unaudited condensed
      consolidated financial statements reflect all adjustments (consisting of normal
      recurring accruals) that are, in the opinion of management, considered necessary
      for a fair presentation of the results for the interim periods presented.
      Interim results are not necessarily indicative of results for a full
      year.





The
      condensed consolidated financial statements and related disclosures have been
      prepared with the presumption that users of the interim financial information
      have read or have access to our annual audited consolidated financial statements
      for the preceding fiscal year. Accordingly, these condensed consolidated
      financial statements should be read in conjunction with the consolidated
      financial statements and the related notes thereto contained in the Annual
      Report on Form 10-KSB for the year ended December 31, 2006.





**NOTE
      2**  **ORGANIZATION
      AND BUSINESS BACKGROUND**





Worldwide
      Biotech & Pharmaceuticals Company, (“Worldwide” or the “Company”) was
      incorporated in Delaware in 1961. Pursuant to an Agreement and Plan of
      Reorganization of April 20, 2004, as amended on August 3, 2004 and effective
      on
      December 16, 2004, the Company issued 33,600,000 shares of common stock to
      exchange for the entire registered capital of Yangling Daiying Biotech &
Pharmaceutical Group Co. Ltd (“Daiying”) (formerly known as Yangling Daiying
      Biological Engineering Co., Ltd.). The stock exchange transaction has been
      accounted for as a reverse acquisition and recapitalization of Worldwide whereby
      Daiying is deemed to be the accounting acquirer (legal acquiree) and Worldwide
      to be the accounting acquiree (legal acquirer). The accompanying condensed
      consolidated financial statements are in substance those of Daiying, with the
      assets and liabilities, and revenues and expenses, of Worldwide being included
      effective from the date of the stock exchange transaction. After the
      recapitalization, the former stockholders of Worldwide retained 1,057,102 shares
      of common stock or approximately 5% of the outstanding shares of common stock.
      Additionally, as part of the plan of reorganization, Worldwide, whose former
      name was Sun City Industries, Inc., amended its Articles of Incorporation,
      and
      changed its name to its current name.





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 of 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 incorporated the Shaanxi Daiying Medicine Distribution Co.,
      Ltd. (“Shaanxi”) in which Daiying holds a 90% of equity interest. Shaanxi was
      incorporated on March 7, 2005 in Shaanxi Province, the PRC and its principal
      business activities are trading of medicine products.





On
      July
      26, 2005, Worldwide incorporated the Glory Dragon Investments Ltd. (“Glory
      Dragon”), an international business company in the British Virgin Islands by the
      Company. Its principal activity is investment holding.





-
          5
          -


On
      December 27, 2005, Glory Dragon incorporated the Shaanxi Allied Shine
      International Investment Management Consulting Ltd. (“Shaanxi Allied”) in
      Shaanxi province, the PRC. Shaanxi Allied is registered as a wholly-owned
      foreign enterprise in the PRC. Pursuant to Interest Transfer Agreements between
      Daiying’s shareholders and Shaanxi Allied dated on December 27, 2005, the
      shareholders of Daiying agreed to transfer all of their shares of Daiying to
      Shaanxi Allied. Worldwide then transferred its ownership in Daiying to Shaanxi
      Allied.





On
      January 19, 2006, Worldwide, through Daiying entered into a Reorganization
      Agreements with Hunan Hua Yang Pharmaceutical Co. Ltd. (“Hua Yang”) and its
      shareholders to acquire 51% of registered capital of Hua Yang in exchange for
      482,800 shares of its common stock. Hua Yang was incorporated as a limited
      company on June 22, 1999 in Hunan Province, the PRC, engages in developing,
      manufacturing and marketing of synthetic chemical medicine, antibiotics, immune
      vaccine and nutrient supplements.





Also
      on
      January 19, 2006, Worldwide, through Daiying entered into a Reorganization
      Agreements with Hunan Ze An Pharmaceutical Co. Ltd. (“Ze An”) and its
      shareholders to acquire 65% of the registered capital of Ze An at a
      consideration of $552,200. The consideration was settled partially by cash
      (RMB
      3,400,000 or $410,760) together with the issuance of 217,600 of shares of common
      stock of Worldwide. Ze An was incorporated as a limited liability company on
      February 2000 in Hunan Province, the PRC, engages in developing, manufacturing
      and marketing essential traditional Chinese medicine, organic herbal medicine,
      and neutraceutical products.





On
      December 18, 2006, the Company approved the Consolidation and the Reorganization
      Agreement (“Agreement”) whereas Hua Yang merged with Ze An as a combined entity.
      At the same date, Daiying acquired 15% of equity interest of Ze An in exchange
      for a loan payable to Mr. Zhongyu Lu, the former owners of Ze An, of $172,954
      (equivalent to RMB1,351,200). The loan payable included the principal of
      $153,600 and accrued interest of $19,354 based on interest rate of 6.3% in
      the
      term of 2 years and was due 2 years from December 5, 2005. Pursuant to the
      Agreement, the name of the combined entity that will survive the merger of
      these
      two subsidiaries is known as Hunan Hua Yang Pharmaceutical Co., Ltd. (“Hunan Hua
      Yang”), registered in Hunan Province, the PRC.





Worldwide,
      Glory Dragon, Shaanxi Allied, Daiying, Shaanxi, Hunan Hua Yang are collectively
      known as (the “Company”) in these condensed consolidated financial
      statements.





**NOTE
      3**  **GOING
      CONCERN UNCERTAINTIES**





These
      condensed consolidated financial statements have been prepared assuming that
      Company will continue as a going concern, which contemplates the realization
      of
      assets and the discharge of liabilities in the normal course of business for
      the
      foreseeable future.





As
      of
      March 31, 2007, the Company had a negative working capital of $4,061,259 and
      an
      accumulated deficit of $11,838,386. Additionally, the Company has incurred
      losses over the past several years. Management has taken certain action and
      continues to implement changes designed to improve the Company’s financial
      results and operating cash flows. The actions involve certain cost-saving
      initiatives and growing strategies, including (a) reductions in headcount and
      corporate overhead expenses; (b) launch of new products and (c) consummating
      the
      disposal of an investment. Also, the management had converted $1,000,000 worth
      of the amount due to related parties from debt to equity, as more fully
      explained in note 13, which reduced the repayment to related parties and
      improved cash flow from financing activities, thereby improving the
      liquidity of the Company. Management believes that these actions will enable
      the
      Company to improve future profitability and cash flow in its continuing
      operations through December 31, 2007. As a result, the financial statements
      do
      not include any adjustments to reflect the possible future effects on the
      recoverability and classification of assets or the amounts and classification
      of
      liabilities that may result from the outcome of the Company’s ability to
      continue as a going concern.


-
          6
          -


**NOTE
      4**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





l
            Basis
                of presentation





These
      accompanying condensed consolidated financial statements have been prepared
      in
      accordance with generally accepted accounting principles in the United States
      of
      America.





l
            Use
                of estimates





In
      preparing these condensed consolidated financial statements, management makes
      estimates and assumptions that affect the reported amounts of assets and
      liabilities in the balance sheet and revenues and expenses during the period
      reported. Actual results may differ from these estimates.





l
            Basis
                of consolidation





The
      condensed consolidated financial statements include the financial statements
      of
      Worldwide and its subsidiaries.





Subsidiaries
      are those entities in which the Company, directly or indirectly, controls more
      than one half of the voting power; has the power to govern the financial and
      operating policies; to appoint or remove the majority of the members of the
      board of directors; or to cast majority of votes at the meeting of directors.





l
            Accounts
                receivable, net


Accounts
      receivable are recorded at the invoiced amount and do not bear interest. The
      Company extends unsecured credit to its customers in the ordinary course of
      business but mitigates the associated risks by performing credit checks and
      actively pursuing past due accounts. An allowance for doubtful accounts is
      established and determined based on managements’ assessment of known
      requirements, aging of receivables, payment history, the customer’s current
      credit worthiness and the economic environment.





l
            Inventories,
                net





Inventories
      include material, labor and factory overhead and are stated at lower of cost
      or
      market value, cost being determined on a weighted average method. The Company
      periodically reviews historical sales activity to determine excess, slow moving
      items and potentially obsolete items and also evaluates the impact of any
      anticipated changes in future demand. The Company provides inventory allowances
      based on excess and obsolete inventories determined principally by customer
      demand.





l
            Property,
                plant and equipment, net





Property,
      plant and equipment are stated at cost less accumulated depreciation and
      accumulated impairment losses, if any. Depreciation is calculated on the
      straight-line basis over the following expected useful lives from the date
      on
      which they become fully operational and after taking into account their
      estimated residual values:





Depreciable
                lifeBuildings
                and improvements
            20
                yearsOffice
                furniture and equipment
            5
                -
                8 yearsMotor
                vehicles
            8
                years





Expenditure
      for maintenance and repairs is expensed as incurred.


-
            7
            -




l
            Impairment
                of long-lived assets





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 121, *“Accounting
      for the impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      of”* ,
      a
      long-lived assets and certain identifiable intangible assets held and used
      by
      the Company are reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is evaluated by a
      comparison of the carrying amount of assets to estimated undiscounted net cash
      flows expected to be generated by the assets. If such assets are considered
      to
      be impaired, the impairment to be recognized is measured by the amount by which
      the carrying amounts of the assets exceed the fair value of the
      assets.





l
            Revenue
                recognition





Sales
      revenue is recognized when persuasive evidence of an arrangement exists, the
      price is fixed and final, delivery has occurred and there is reasonable
      assurance of collection of the sales proceeds. The Company generally obtains
      purchase authorizations from its customers for a specified amount of products
      at
      a specified price and considers delivery to have occurred when the customer
      takes possession of the products. The net sales incorporate offsets for
      discounts, sales taxes and sales returns. Revenue is recognized upon delivery,
      risk and ownership of the title is transferred and a reserve for sales returns
      is recorded even though invoicing may not be completed. The Company has
      demonstrated the ability to make reasonable and reliable estimates of products
      returns in accordance with SFAS No. 48, “ *Revenue
      Recognition When Right of Return Exists* ”.





l
            Cost
                of revenues





Cost
      of
      revenues consists primarily of material costs, direct labor, depreciation and
      manufacturing overheads, which are directly attributable to the manufacture
      of
      products and the provision of services.





l
            Income
                taxes





The
      Company accounts for income taxes in interim periods as required by Accounting
      Principles Board Opinion No. 28, *“Interim
      Financial Reporting”* and as
      interpreted by FASB Interpretation No. 18, *“Accounting
      for Income Taxes in Interim Periods”* .
      The
      Company has determined an estimated annual effective tax rate. The rate will
      be
      revised, if necessary, as of the end of each successive interim period during
      the Company’s fiscal year to the Company’s best current estimate.





The
      estimated annual effective tax rate is applied to the year-to-date ordinary
      income (or loss) at the end of the interim period.





l
            Comprehensive
                (loss) income





SFAS
      No.
      130, *“Reporting
      Comprehensive Income”* ,
      establishes standards for reporting and display of comprehensive income, its
      components and accumulated balances. Comprehensive (loss) income as defined
      includes all changes in equity during a period from non-owner sources.
      Accumulated comprehensive (loss) income consists of changes in unrealized gains
      and losses on foreign currency translation. This comprehensive income is not
      included in the computation of income tax expense or benefit.





l
            Net
                loss per share





The
      Company calculates net loss per share in accordance with SFAS No. 128,
“ *Earnings
      per Share* ”.
      Basic
      net loss per share is computed by dividing the net loss by the weighted-average
      number of common shares outstanding. Diluted net loss per share is computed
      similar to basic net loss per share except that the denominator is increased
      to
      include the number of additional common shares that would have been outstanding
      if the potential common stock equivalents had been issued and if the additional
      common shares were dilutive.




-
          8
          -




l
            Foreign
                currencies translation





The
      reporting currency of the Company is the United States dollar (“U.S. dollars”).
      Transactions denominated in currencies other than U.S. dollar at the average
      rate for the period. Monetary assets and liabilities denominated in currencies
      other than U.S. dollar are translated into U.S. dollar at the rates of exchange
      ruling at the balance sheet date. The resulting exchange differences are
      recorded in the other expenses in the condensed consolidated statement of
      operation and comprehensive income.





The
      Company’s subsidiaries maintain their books and record in their local currency,
      the Renminbi Yuan (“RMB”), which is functional currency as being the primary
      currency of the economic environment in which its operations are conducted.
      In
      general, for consolidation purposes, the Company translates the subsidiary’s
      assets and liabilities into U.S. dollars using the applicable exchange rates
      prevailing at the balance sheet date, and the statement of operations is
      translated at average exchange rates during the reporting period. Adjustments
      resulting from the translation of the subsidiaries’ financial statements are
      recorded as accumulated other comprehensive income.




l
            Related
                parties





Parties,
      which can be a corporation or individual, are considered to be related if the
      Company has the ability, directly or indirectly, to control the other party
      or
      exercise significant influence over the other party in making financial and
      operating decisions. Companies are also considered to be related if they are
      subject to common control or common significant influence.





l
            Segment
                reporting





SFAS
      No.
      131 “ *Disclosures
      about Segments of an Enterprise and Related Information* ”
      establishes standards for reporting information about operating segments on
      a
      basis consistent with the Company’s internal organization structure as well as
      information about geographical areas, business segments and major customers
      in
      financial statements. The Company operates in one principal reportable
      segment.





l
            Fair
                value of financial instruments





The
      Company values its financial instruments as required by Statement of Financial
      Accounting Standard (SFAS) No. 107, “ *Disclosures
      about Fair Value of Financial Instruments* ”.
      The
      estimated fair value amounts have been determined by the Company, using
      available market information and appropriate valuation methodologies. The
      estimates presented herein are not necessarily indicative of amounts that the
      Company could realize in a current market exchange.





The
      Company’s financial instruments primarily consist of cash, accounts receivable,
      market securities, inventories, prepayments and other receivables, accounts
      payable, short-term bank loans, short-term related party borrowings and accrued
      liabilities and other payables.





As
      of the
      balance sheet date, the estimated fair values of the financial instruments
      were
      not materially different from their carrying values as presented due to the
      short term maturities of these instruments and that the interest rates on the
      borrowings approximate those that would have been available for loans of similar
      remaining maturity and risk profile at respective year ends.





l
            Recently
                issued accounting standards





The
      Company has reviewed all recently issued, but not yet effective, accounting
      pronouncements and do not believe the future adoption of any such pronouncements
      may be expected to cause a material impact on its financial condition or the
      results of its operations.


-
          9
          -


On
      February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 159, *“The
      Fair Value Option for Financial Assets and Financial Liabilities — Including an
      Amendment of FASB Statement No. 115”* (“SFAS
      159”). This standard permits an entity to measure financial instruments and
      certain other items at estimated fair value. Most of the provisions of SFAS
      No. 159 are elective; however, the amendment to FASB No. 115, *“Accounting
      for Certain Investments in Debt and Equity Securities,”* applies
      to all entities that own trading and available-for-sale securities. The fair
      value option created by SFAS 159 permits an entity to measure eligible items
      at
      fair value as of specified election dates. The fair value option (a) may
      generally be applied instrument by instrument, (b) is irrevocable unless a
      new election date occurs, and (c) must be applied to the entire instrument
      and not to only a portion of the instrument. SFAS 159 is effective as of the
      beginning of the first fiscal year that begins after November 15, 2007.
      Early adoption is permitted as of the beginning of the previous fiscal year
      provided that the entity (i) makes that choice in the first 120 days
      of that year, (ii) has not yet issued financial statements for any interim
      period of such year, and (iii) elects to apply the provisions of FASB 157.
      Management is currently evaluating the impact of SFAS 159, if any, on the
      Company’s financial statements.





**NOTE
      5**   **ACCOUNTS
      RECEIVABLE, NET**





The
      majority of the Company’s sales are on open credit terms and in accordance with
      terms specified in the contracts governing the relevant transactions. The
      Company evaluates the need of an allowance for doubtful accounts based on
      specifically identified amounts that management believes to be uncollectible.
      If
      actual collections experience changes, revisions to the allowance may be
      required.





**March
                31, 2007**Accounts
                receivable, cost
            
            $
            399,362Less:
                allowance for doubtful accounts
            
            
            (317,404
            )Accounts
                receivable, net
            
            $
            81,958





For
      the
      three months ended March 31, 2007, the Company recorded an additional allowance
      for doubtful accounts of $84,346 which amount has been charged to bad debt
      expense.





**NOTE
      6**  **INVENTORIES,
      NET**





**March
                31, 2007**Raw
                materials
            
            $
            370,582Work
                in progress
            
            
            150,205Finished
                goods
            
            
            55,848576,635Less:
                allowance for obsolescence
            
            
            (286,277
            )Inventories,
                net
            
            $
            290,358





For
      the
      three months ended March 31, 2007 and 2006, the
      Company did not record an allowance for obsolete inventories, nor have there
      been any write-offs.


-
          10
          -


**NOTE
      7**   **PREPAYMENTS
      AND OTHER RECEIVABLES**





**March
                31, 2007**Purchase
                deposits
            
            $
            61,044Value-added
                taxes receivable
            
            
            7,817Advances
                to employees
            
            
            45,364Prepaid
                expenses
            
            
            4,655$
            118,880





The
      advances to employees are unsecured, non-interest bearing and with a repayment
      term of less than one year.





**NOTE
      8**  **PROPERTY,
      PLANT AND EQUIPMENT, NET**





Property,
      plant and equipment, net consist of the following:


**March
                  31, 2007**Buildings
                  and improvements
              
              $
              4,390,080Plant
                  and equipment
              
              
              953,293Motor
                  vehicles
              
              
              169,016Construction
                  in progress
              
              
              511,1406,023,529Less:
                  accumulated depreciation
              
              
              (690,131
              )Property,
                  plant and equipment, net
              
              $
              5,333,398




Depreciation
      expenses for the three months ended March 31, 2007 and 2006 was $95,036 and
      $76,578.





As
      of
      March 31, 2007, certain properties with a combined net book value of $1,545,981
      were pledged as security in connection with outstanding loan facilities,
      respectively.





**NOTE
      9**  **DUE
      TO RELATED PARTIES**





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





**NOTE
      10**   **ACCRUED
      LIABILITIES AND OTHER PAYABLES**





Accrued
      liabilities and other payables as of March 31, 2007 consist of the
      followings:





**March
                31, 2007**Other
                taxes payable
            
            $
            12,655Customer
                deposits
            
            
            69,190Accrued
                expenses
            
            
            162,450Salaries
                and benefits payable
            
            
            69,763Equipment
                payable
            
            
            17,387Construction
                payable
            
            
            783,585Other
                payable
            
            
            103,285$
            1,218,315




-
          11
          -




**NOTE
      11**   **COMMON
      STOCK**





On
      March
      31, 2007, the Company approved the issuance of 10,000,000 shares of its common
      stock to convert the amounts due to related parties of $1,000,000 to equity,
      using the fair value of the Company’s common stock on the conversion date, at a
      price of $0.10 per share. As of March 31, 2007, these 10,000,000 shares of
      common stock were not issued.





**NOTE
      12**   **CONCENTRATION
      AND RISK**





(a)  Major
      customers and vendors





For
      the
      three months ended March 31, 2007 and 2006, 100% of the Company’s assets were
      located in the PRC and 100% of the Company’s revenues were derived from
      customers located in the PRC and there are no customers and vendors who account
      for 10% or more of revenues and purchases.





(b)  Credit
      risk





No
      financial instruments that potentially subject the Company to significant
      concentrations of credit risk. Concentrations of credit risk are limited due
      to
      the Company’s large number of transactions are on the cash basis.





**NOTE
      13**   **COMMITMENT
      AND CONTINGENCIES**





The
      Company leases an office premise under a non-cancelable operating lease on
      a
      monthly basis. Costs incurred under this operating lease are recorded as rental
      expense and totaled approximately $663 and $394 for the three months ended
      March
      31, 2007 and 2006, respectively.





**NOTE
      14**   **SUBSEQUENT
      EVENT**





10
      million shares of common stock of the Company will be issued to three note
      holders in a transaction that is exempt from registration pursuant to Regulation
      S under the Securities Act of 1933, as amended. The note holders acquired the
      $1.0 million indebtedness from a related party and are exchanging the debt
      for
      stock, which stock amounts to 18.5% of the 53,919,653 issued and outstanding
      shares of common stock after taking the issuance into account.





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





**A.**
            **PRELIMINARY
                NOTE REGARDING FORWARD-LOOKING
                STATEMENTS**





The
      following analysis of the Company’s results of operations and financial
      condition should be read in conjunction with the financial statements of
      Worldwide Biotech & Pharmaceutical Company for the year ended December 31,
      2006 and notes thereto contained in Report on Form 10-KSB of Worldwide Biotech
      & Pharmaceutical Company as filed with the Securities and Exchange
      Commission.





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




-
          12
          -




**B.**
            **OVERVIEW
                OF BUSINESS**





The
      Company was incorporated in Delaware and was founded 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 &
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**





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 Company on January 19,
      2006.
      On December 18, 2006. Hua Yang acquired Ze An as part of a plan of
      consolidation, and, as a result of the consolidation, Daiying acquired 67.3%
      of
      the share capital of Hua Yang. The purpose of the plan of consolidation was
      to
      optimize capital resources and to diminish operational costs and management
      costs at the two subsidiaries.





With
      the
      completion of these reorganization transactions, the Company now owns two
      manufacturing facilities: the research and manufacturing headquarters of the
      Company, Daiying, is located at Yangling Hi-tech Demonstration Zone. It has
      purchased 35,940 m2 of land and constructed a 5,359 m2 fully equipped
      manufacturing facility. It owns 6 traditional Chinese medicines and HCV in
      vitro
      diagnostics which have National Drug Production Licenses from SFDA. Hua Yang
      occupies 51,640 m2 land with GMP-compliant constructed area of 13,093 m2. It
      currently owns 29 medicines with National Drug Production Licenses and 6
      functional foods with National Food Production Licenses from SFDA.





-
          13
          -


Excluding
      the products of the Company and its subsidiaries, the Company has entered into
      a
      sole distribution agreement with TARAMEDIC.CORPORATION.BHD, a Malaysian company,
      to distribute its Tara KLamp® Disposable Circumcision Device. TARAMEDIC owns
      patents for this product both in Malaysia and China. The product has been
      registered with the Chinese SFDA and sales have started in 2006.





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 by the Institute. Pursuant to the Entrusting
      Agreement, Daiying agreed to register the Emergency Haemostatic Patch (“Patch”)
      with the State Food and Drug Administration which is developed and patented
      in
      the PRC by the Institute. 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 interest
      of a
      new company that is being set up to market and distribute the Patch before
      September 30, 2007, or purchase the equity interest of the new company
      proportionally thereafter.





The
      Company, in order to continue its research on HCV product development and
      facilitate the transition from a Company focused on research and development
      to
      a company engaged in both research and commercialization of new medical products
      will be dependent upon 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, 2007
      and March 31, 2006.





**Results
      of operations for the three months ended March 31, 2007 as compared to the
      three
      months ended March 31, 2006**





**Revenues**





For
      the
      three months ended March 31, 2007, our revenues were $21,762 as compared to
      $111,321 for the three months ended March 31, 2006, a decrease of $89,559.
      We
      attribute this decrease in net revenues to the efforts to meet the new
      regulations from SFDA and extended Spring Festival Holidays in February of
      2007.





**Cost
      of Sales and Gross Profit**





For
      the
      three months ended March 31, 2007, cost of sales amounted to $18,820 as compared
      to cost of sales of $106,017 for the three months ended March 31, 2006. Gross
      profit for the three months ended March 31, 2007 was $2,942 or 13.5% of
      revenues, as compared to $5,304 for the three months ended March 31,
      2006.





**Operating
      Expenses**





For
      the
      three months ended March 31, 2007, total operating expenses were $480,325 as
      compared to $624,282 for the three months ended March 31, 2006, a decrease
      of
      $143,957, or approximately 23.1%.





-
          14
          -


Included
      in this decrease was:





l
            For
                the three months ended March 31, 2007, we incurred selling expense
                of
                $6,687 compared to $12,371 for the three months ended March 31, 2006.
                The
                increase was due to a decrease of sales activities in the first quarter
                of
                year 2007.


l
            For
                the three months ended March 31, 2007, we incurred research and
                development expense of $0 compared to $14,292 for the three months
                ended
                March 31, 2006, a decrease of $14,292. The decrease was due to the
                low
                cash flow of the Company.


l
            For
                the three months ended March 31, 2007, we incurred professional fees
                of
                $15,000 as compared to $80,437 for the three months ended March 31,
                2006.
                The decrease was due to the delay of receiving invoices from
                professionals.


l
            Stock-based
                compensation expense decreased to $199,500 for the three months ended
                March 31, 2007 from $349,500 for the three months ended March 31,
                2006.
                The decrease in stock-based compensation expense was attributable
                to the
                reduction of amortization of deferred compensation.


l
            For
                the three months ended March 31, 2007, general and administrative
                expenses
                were $259,138 as compared to $167,682 for the three months ended
                March 31,
                2006, an increase of $91,456, or approximately 54.5%. In the 2007
                period,
                we incurred additional administrative expenses due to the reorganization
                of two pharmaceutical companies, Ze An and Hua Yang.





For
      the
      three months ended March 31, 2007, interest expense was $50,671 as compared
      to
      $79,489 for the three months ended March 31, 2006 and was related to a decrease
      in borrowings. For the three months ended March 31, 2007, other income was
      $2,276 as compared to $15,084 for the three months ended March 31, 2006. For
      the
      three months ended March 31, 2007, the Company realized a gain on sale of
      marketable securities of $19,509 compared to $0 for the same period in
      2006.





As
      a
      result of these factors, the Company reported a net loss of $422,963 or $0.01
      per share for the three months ended March 31, 2007, as compared to a net loss
      of $663,096 or $0.02 per share for the same period in 2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**





At
      March
      31, 2007, we had cash and cash equivalents of $126,397.





Net
      cash
      provided by operating activities for the three months ended March 31, 2007
      was
      $43,474 as compared to net cash used in operating activities of $375,091 for
      the
      three months ended March 31, 2006. For the three months ended March 31, 2007,
      we
      used cash to fund our loss of $422,963 and to fund our inventories of $10,070,
      accounts payable of $29,493, and received accounts receivable of $247,
      prepayments and other current assets of $70,221, accrued liabilities and other
      payable of $149,448, and 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. For the three
      months ended March 31, 2006, we used cash to fund our loss of $663,096 and
      to
      fund accounts receivable of $43,313, inventories of $49,049 and accounts payable
      of $148,596. Offsetting these cash outflows were increases in accrued
      liabilities and other payables of $79,379 and prepayments and other current
      assets of $36,691, non-cash items such as depreciation and amortization of
      $83,606, stock-based compensation of $349,500.





The
      Registrant sold 10,000,000 shares (the “Shares”) of its common stock to the
      investors in a transaction intended to be exempt from the registration
      requirements imposed by the Securities Act, pursuant to Regulation S. The Shares
      were sold in exchange for the cancellation of $1.0 million of indebtedness
      owed
      to the investors which they acquired from Xi’An Jin Hao Sci-Tech Investment
      Management Co., Ltd., on of the company’s shareholders. This event should
      improve the liquidity of the Company as interest payments will no longer be
      due
      on this indebtedness.


-
          15
          -


Net
      cash
      provided by investing activities for the three months ended March 31, 2007
      was
      $5,718 as compared to net cash used in investing activities for the three months
      ended March 31, 2006 of $419,101. For the three months ended March 31, 2007,
      we
      used cash of $167,139 for purchase of plant and equipment, received cash of
      $172,857 from the sale of marketable securities. For the three months ended
      March 31, 2006, we used cash for acquisition of $424,115 and for purchase of
      plant and equipment of $8,731, received cash of $13,745 from acquisition of
      Hua
      Yang.





Net
      cash
      used in financing activities for the three months ended March 31, 2007 was
      $67,633 as compared to net cash provided by financing activities for the three
      months ended March 31, 2006 of $797,875. For the three months ended March 31,
      2007, the Company use cash of $63,087 for the payments on loan to related
      parties, $4,546 for the payments on mortgages payable. For the three months
      ended March 31, 2006, the Company received $424,115 from stockholders and
      $381,492 from loan from related parties, offset by the repayment of mortgages
      payable of $7,732.





Overall,
      we have funded our cash needs for the three months ended March 31, 2007 with
      a
      series of debt and equity transactions, primarily with related parties. On
      March
      31, 2007, we have issued 10,000,000 shares of common stock at a price of $0.1
      per share to convert into 1 million of indebtness to related parties. This
      debt-to-equity transaction reduced the repayment to related parties and
      improved cash flow from financing activities.





The
      Company currently has no material commitments for capital
      expenditures.





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





The
      Company has incurred losses over the past years. Management has taken great
      efforts and continues to implement changes designed to significantly improve
      the
      Company’s financial results and operating cash flows. The actions involve
      certain cost-saving initiatives and growing strategies, including:





(a)
            Reductions
                on operating expenses;





With
      the
      consolidation of Hua Yang and Ze An on Dec. 18, 2006, two subsidiaries of the
      Company which are located next to each other, we expect the redundancy operating
      expenses generated from these two subsidiaries will be significantly cut down
      with the completion of the consolidation.





(b)
            Increase
                marketing activities and sales:





As
      a
      results of the significant efforts of marketing in year 2006, we have already
      signed purchase contracts with our sub-distributors with up to 4,860,000
      Renminbi (that is approximately $628,719 with the current exchange rate at
      1 US
      dollars for 7.73 Renminbi) purchase orders of our products at the time of
      reporting this memorandum. We expect our revenue for the year end on Dec. 31,
      2007 will be increased.





(c)
            Consummating
                the disposal of an investment.





On
      March
      30, 2007, the Company, Xi’An Jin Hao Sci-Tech Investment Management Co.,
      Ltd.(one of the Company’s shareholder), a company organized and existing under
      the laws of the People’s Republic of China (“Jin Hao”), and three foreign
      investors entered into a Security Purchase Agreement (the “Agreement”) pursuant
      to which the Registrant sold 10,000,000 shares (the “Shares”) of its common
      stock to the investors in a transaction intended to be exempt from the
      registration requirements imposed by the Securities Act of 1933, as amended
      (the
“Securities Act”), pursuant to Regulation S. The shares were sold in exchange
      for the cancellation of $1.0 million of indebtedness owed to the investors
      which
      they acquired from Jin Hao. This event is able to improve the liquidity of
      the
      Company.





-
          16
          -




Management
      believes that these actions will enable the Company to improve future
      profitability and cash flow in its continuing operations through December 31,
      2007.





**Off
      Balance Sheet Arrangements**





The
      Company has no off balance sheet arrangements for the period ending March 31,
      2007.





**Impact
      of Recently Issued Accounting Pronouncements**





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





**Item
      3. Controls and Procedures**





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





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





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.


-
          17
          -


**PART
      II**





**Item
      1. Legal Proceedings**





The
      Company was previously a defendant in a legal proceedings brought against it
      by
      Coast to Coast Equities, Inc. in the United States District Court for the
      Southern District of Florida under Case No. 0:06-cv-60414-JIC. This action
      commenced in March 2006 and as of September 11, 2006, an Order was entered
      by
      the court granting a Joint Motion for Stipulated Order of Dismissal with
      Prejudice wherein the action was dismissed with prejudice with each party to
      bear their own costs and attorneys’ fees. Pursuant to Order effective the same
      date, the case was closed. In accordance with a Release & Satisfaction
      executed by the respective parties to this litigation on September 7, 2006,
      the
      Company agreed to issue and has issued to Coast to Coast the 2,158,151 shares
      of
      common stock, and Coast to Coast agreed to forfeit any claim that it had to
      3,000,000 warrants to acquire common stock pursuant to a previously executed
      Warrant Agreement. The parties further agreed to terminate any and all duties
      and responsibilities owed to each other pursuant to previously executed
      Reorganization Agreement, Consulting Agreement, and Warrant
      Agreement.





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





On
      March
      30, 2007, the Company issued 10,000,000 shares of its common stock to convert
      the indebtedness owed to related parties of $1.0 million to equity, at a price
      of $0.1 per share. The shares were issued in reliance on an exemption from
      registration provided by Regulation S under the Securities Act.





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





None.





**Item
      4. Other Information**





None.





**Item
      5. 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


-
            18
            -


**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 15, 2007
              **/s/
                  Wenxia Guo**Wenxia
                  GuoChief
                  Executive Officer, Director(Principal
                  Executive Officer)Date:
                  May 15, 2007
              **/s/
                  Peiyi Tian**Peiyi
                  TianVP,
                  Treasurer, CFO, Director(Principal
                  Financial and Accounting Officer)Date:
                  May 15, 2007
              **/s/
                  Huimin Zhang**Huimin
                  ZhangDirector






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