UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 2008

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ___________ to ___________.

Commission file number 01-06914

Worldwide Biotech & Pharmaceutical Company

(Exact name of small business issuer as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 59-0950777 (IRS Employer Identification No.)

4 Fenghui South Road, 15th 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)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes  No x

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

Large accelerated filer    Accelerated filer    Non-accelerated filer    Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes  No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 15, 2009 was $1,617,469, based on the closing price of the Common Stock of $0.03 on such date.

The number of shares outstanding of the registrant's common stock as of December 31, 2008: 53,915,653 shares, $.001 Par Value.

TABLE OF CONTENTS

		Page
	Part I
Item 1.	Business	3
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Submission of Matters to a Vote of Security Holders	15
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6	Selected Financial Data	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	22 - 42
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	43
Item 9A.	Controls and Procedures	43
Item 9A(T)	Controls and Procedures – Internal Control Over Financial Reporting	43
Item 9B.	Other Information	44
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	44
Item 11.	Executive Compensation	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transactions and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50
	Part IV
Item 15.	Exhibits, Financial Statement Schedules	50
	Signatures	52

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PART I

Item 1. Business

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This annual report on Form 10-K and other statements issued or made from time to time by Worldwide Biotech & Pharmaceutical Company, a Delaware corporation (the “Company” and/or “Worldwide”), contain statements which may constitute “Forward-Looking Statements” within the meaning of the Securities Act of 1933, as amended (the “Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), including the Private Securities Litigation Reform Act of 1995, 15 U.S.C.A. Sections 77Z-2 and 78U-5 (SUPP. 1996).  Those statements include statements regarding the intent, belief or current expectations of Worldwide and its officers/directors as well as the assumptions on which such statements are based.  Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

General Background

Worldwide, a Delaware corporation, is sometimes referred to herein as “we”, “us”, “our” and the “Company.”  The Company was incorporated in Delaware in 1961 as Sun City Dairy Products, Inc. and changed its name to Sun City Industries, Inc. in 1969.  The Company originally registered its shares of common stock under the Exchange Act in 1994.

Change in Control

Michael F. Manion in June 2003 became the sole officer and director of the Company as the result of the sale of the Company that took place in U.S. Bankruptcy Court on June 27, 2003 and was issued 1,000,000 post-reverse split shares of common stock par value $.001 bearing restrictive legend.  He resigned as sole officer and director of the Company on June 28, 2004.  On June 30, 2004, Coast to Coast Equity Group, Inc. (“Coast to Coast”), a Florida corporation located in Sarasota, Florida, whose sole officer and director is Charles Scimeca purchased from Mr. Manion his 1,000,000 shares of the Company in a private stock transaction for payment to Mr. Manion of $375,000, which funds had been loaned to Coast to Coast by George Frudakis.  As a result of the transaction, Coast to Coast owned approximately 94.6% of the voting securities of registrant.  Dr. Tony Frudakis, who is the son of George Frudakis, was appointed director effective June 30, 2004.

On December 16, 2004, the Company closed on a Reorganization Agreement that had previously been entered into on April 20, 2004 with Yangling Daiying Biological Engineering Co. Ltd. (“Daiying” or “Yangling Daiying”), a corporation organized under the Peoples Republic of China.  The Company, as a result of the closing of this transaction, acquired all of the issued and outstanding stock of Daiying which became a 100% owned subsidiary of the Company.  At closing, the shareholders of Daiying were issued 30,880,000 shares which equaled 89.10% of the issued and outstanding shares not including 1,400,000 shares to be held in escrow for additional compensation to Coast to Coast pursuant to a Consulting Agreement.  The total number of shares issued to consummate the transaction including shares issued to consultants were 33,600,000, and the total issued at closing were 35,000,000 shares including the shares issued to Coast to Coast held in escrow.  On this date four new directors were elected, which included Wenxia Guo, Peiyi Tian, JianJun Liu, and Humin Zhang.

New Business of the Company and Acquisitions

Daiying, was established in 2000 in the People’s Republic of China.  Wenxia Guo was the founder of Daiying and funded the Company with approximately US$1,000,000.  In November 2001 six investment firms invested an additional US$4,000,000 in the Company to participate in the HCV research project and the Company was reorganized at this time as a stock based company.

On July 26, 2005, Glory Dragon Investments Ltd. (“Glory Dragon”), an international business company, was formed in the British Virgin Islands and a Certificate of Incumbency was signed on December 6, 2005. The sole shareholder, officer and director is Peiyi Tian.  He is also a director and CFO of the Company.  On the same date, Peiyi Tian, in a Declaration of Trust, declared that 100% of the stock (50,000 shares) of Glory Dragon is owned by the Company.

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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. Shareholders of Daiying then transferred their shares of Daiying to Shaanxi Allied on December 27, 2005

On July 12, 2005, Daiying formed a medical product distribution company, Shaanxi Daiying Medicine Distribution Co., Ltd.  Daiying owns 90% of the shares of this company. The company’s purpose is the wholesale distribution of traditional Chinese medicine, including Chinese medicine drink tablets, synthetic medicine, antibiotics, biotech medicine and biotech reagents; wholesale of Class II medical devices, Class III medical devices, including but not limited to, medical sewing materials and bond, medical high molecular materials and products, and disposable sterile medical devices.

On January 19, 2006, Daiying entered into a Reorganization Agreement with Hunan Hua Yang Pharmaceutical Co. Ltd. formerly Hunan Changde Huaan Pharmaceutical Co. Ltd. (“Hua Yang”) and its shareholders Aibin Chen and Zhuobin Li, pursuant to which Daiying acquired 51% of Hua Yang..

Pursuant to this agreement, Daiying caused Worldwide to issue 482,800 shares of its common stock to the above mentioned shareholders in connection with the acquisition Daiying was given, among other rights, the right to appoint board members of Hua Yang.  The transaction closed on January 19, 2006, with the said shares being issued to Mr. Chen and Mr. Li on February 28, 2006.

On January 19, 2006, Daiying also entered into a Reorganization Agreement with Hunan Ze An Pharmaceutical Co. Ltd. (“Ze An”) formerly Hunan Jinjin Pharmaceutical Co. Ltd. and its shareholders Zhongyu Lu, Aibin Chen, and Weiliang Wu, pursuant to which Daiying acquired 65% of Ze An.  Daiying paid RMB3,400,000, which equates to US$411,124.53, using the agreed upon exchange rate of RMB8.27 to US$1.00, as follows:  (a) 1,960,000 RMB to Zhongyu Lu for 37% of his share capital of Ze An; (b) 1,440,000 RMB to Weiliang Wu for 18% of his share capital of Ze An.  In addition, Daiying caused Worldwide to issue 219,670 shares of common stock to Aibin Chen for 10% of his share capital of Ze An.  Daiying financed the 3.4 million RMB cash portion of the purchase price with a loan at an annual interest rate of 12% from Xian Jin Jou Sci-tech Investment Management Co., Ltd., payable monthly with principle due on a demand note.

On May 23, 2006, the Company filed a Form 8-K/A with the Commission pursuant to which it provided audited financial statements of the two acquired subsidiaries as well as unaudited pro forma combined financial statements for the companies as a whole.

On December 18, 2006, Daiying, Mr. Chen and Mr. Li entered into a Consolidation and Reorganization Agreement with respect to the two newly acquired subsidiaries, pursuant to which Hua Yang acquired Ze An as part of a plan to optimize capital resources and to diminish operational costs and management costs at the two subsidiaries.  As a result of the reorganization, Daiying acquired 67.3% of the share capital of Hua Yang, Mr. Chen acquired 18.7% of the share capital of Hua Yang and Mr. Li acquired 14.0% of the share capital of Hua Yang.  In addition, as part of the reorganization, a 15% interest in the share capital of Ze An owned by Mr. Chen was transferred to Daiying in exchange for Daiying agreeing to assume Mr. Chen’s payment obligation of 1.2 million RMB plus interest due in two years, which was owing to a former shareholder.  All existing assets and liabilities of Ze An were assumed by Hua Yang as part of the plan of reorganization. The full name of the entity that survives is Hunan Hua Yang Pharmaceutical Co., Ltd.

Description of Current Business

Daiying is a high-tech biopharmaceutical company that specializes in the development and potential marketing of viruses/viral vectors, bio-medicines, external diagnostic reagents, prophylactic vaccines for humans, and oral dosage forms of traditional Chinese medicine.  The Company is currently developing a hepatitis C vaccine primarily in China.  The Company employs 86 full time employees, with corporate headquarters, manufacturing facilities and main laboratory in the Yangling Agricultural Hi-Tech Industrial Demonstration Zone, Shaanxi Province, China.

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ABOUT HCV: G14

HCV is a blood-borne RNA virus, a major cause of liver disease in the United States and the world. It’s also one of the four most dangerous blood-borne virus, with infection rate four times higher than HIV. There about 1.3-3% of the worldwide population is infected with the virus and 200 million people have been effected by HCV by the end of year 2005. In the United States, about 2.4% of population is infected by HCV and it’s even as high as 10% in some Asian and European Countries.

About 70% HCV infected cases become chronic hepatitis. 90% of HCV infected people are asymptotic. HCV accounts for about 15 percent of acute hepatitis cases, 60 to 70 percent of chronic hepatitis cases, and up to 50 percent of cases of cirrhosis, end-stage liver disease, and liver cancer.

There are neither any medication available can cure HCV infection and nor vaccine for prevention and existing diagnostics suffer from poor sensitivity and specificity; Statistics show that the rate of misdiagnosis of HCV is relatively high. The development of reliable diagnostic methods and treatment for HCV is delayed due to lacking of the resource of HCV particles although numerous famous research institutions and big pharmaceutical companies put so many efforts on HCV research. Scientism need viral material to learn about the virus’ biology, identify therapeutic targets, screen compounds to discover new drugs, and identify the best diagnostic target proteins and antigens for vaccines.  The titer of HCV in patient is so low that scientist couldn’t directly extract HCV particles out of patient blood. HCV can only infect chimpanzee other than human being. That means, except chimpanzee, there’s neither small animal model nor robust in vitro model for HCV experimental study like scientists usually do with most of other virus or bacteria. Until recently, the inability to produce and propagate HCV in vitro has been the biggest bottleneck in HCV research.

INTACT HCV FROM HCV IN VITRO CELL CULTURE SYSTEM

Yangling Daiying has committed a large amount of cash and resources to the development of its cornerstone technology: a laboratory method for culturing (growing, propagating) intact Hepatitis C virus. After three years of intensive research, the scientists at Yangling Daiying achieved a technological breakthrough for culturing HCV in vitro, making it the first to overcome the main hurdle to HCV research and product development. HCV virus produced in Yangling Daiying has viral genome replication, viral gene expression and protein production/processing demonstrated using molecular biological approaches. The titer of virus in the culture medium is over 106 which are much higher than that in patient serum. The purified virus is stable for 2 years in -20°C～-80°C. The viruses produced possess well-define biological HCV characteristics that are inheritable and the virus have propagated in the Yangling Daiying over 30 generations.

The first batch of HCV ever produced in a laboratory was cultured by Yangling Daiying and given the historical significance, this batch was deposited China General Microbiological Culture Collection Center (CGMCC), directed by State Intellectual Property Office of the People’s Republic of China on March 28th, 2001. Given the fact that no other company or research institution had ever been able to produce intact HCV virions in vitro, China General Microbiological Culture Collection Center named this strain of HCV the ”DY” strain. Yangling Daiying obtained a Chinese patent for this invention on October 23rd, 2002, securing a strong independent IP position. A pending PCT (Patent Co-operation Treaty) international application was filed on August 2nd, 2002 to cover countries and areas including the United States, Japan, Korea, Russia and the European Union.  In December 2003, our patent “The Intact Hepatitis C Virus (HCV) and Method for Culturing HCV in Vitro by Cell Culture” was awarded the prestigious China Patent Golden Metal in the 8th China Patent Assessment.  Over the past 10 years in China, this medal was the only golden metal issued for achievement in the biomedical sciences.  The Assessment is administrated by the General World Intellectual Property Organization (WIPO) and recognized by 46 countries all over the world.

The breakthrough in establishing a cell culture system for HCV production and infection by Yangling Daiying scientists provides a potentially unlimited source for HCV and a comprehensive technology platform upon which Yangling Daiying can be built.  From this Rosetta stone, Yangling Daiying hopes to develop new generation HCV diagnostics, new classes of HCV drugs, HCV vaccines and to be part of the development of next-generation anti-HCV targeted (gene) therapies.

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Principal Products and Services and Their Market

PRODUCT LINE 1: HEPATITIS C VIRUS PRODUCED IN VITRO

Whole virus HCV material that we have been able to produce can be sold and/or partnered in non-core, non-competitive market areas to generate sales revenues for the Company during its growth stage.  We have already achieved a production scale level of 10,000 ml of concentrated material per month. HCV antigen production is 10 grams per month.

According to the decision of the Board of Directors, intact HCV viral material will be sold and/or partnered only in non-core, non-competitive market areas in order to get more patent protections on HCV related products under development in our company at the current stage.

PRODUCT LINE 2: ELISA KITS FOR HCV ANTIBODY DETECTION

Yangling Daiying scientists recently completed the development of a new generation ELISA test for HCV antibodies. The simple mechanism of this kit is that the specific HCV antigens in the kit can be recognized by the corresponding HCV antibodies in patient blood. Different than other HCV antibody detection kit, the antigen for producing our kit is purified directly from the intact HCV virus particles instead of using recombinant HCV proteins or synthesized polypeptides. The antigens from intact HCV virus have better epitopes which could be more specifically recognized by HCV antibody for the following reasons. 1. Antigens from intact HCV virus are assumed to natural 3D structures which is required for antibody-antigen interaction. 2. Antigens in mammalian cells are sugar modified while the recombinant antigens from yeast are not. 3. Natural HCV proteins offers multiple epitopes for antibody interaction while the synthesized polypeptides only have one or two epitopes, therefore, natural antigens is more sensitive to capture the antibodies than polypeptides.

Compared with HCV diagnostic products on the current market, our HCV antibody detection kit has following advantages:

¨   High sensitivity: Our product is one only one developed based on intact HCV virus, it could catch HCV antibodies in the samples with much higher sensitivity than HCV diagnostics developed based on recombinant HCV antigen. Therefore, our kit could dramatically lower down the false negative rate.

¨   High specificity: Our HCV diagnostic kit developed from intact HCV virus could more specifically recognize HCV antibodies.

¨   Stable Raw Material Supply: Unlike the other companies which have to depend on the third parties for supply, the major raw material for our HCV kit, HCV antigen, produced by our own HCV in vitro cell culturing system which could guarantee stable supply for our production.

¨   Low Price: Large-scale culturing of HCV virus can provide to our company high quality HCV antigens with very low cost. This low cost raw material gives competing advantage to our product on the market.

¨   Intellectual Property Protection: The HCV virus we use for our HCV diagnostics is protected by Chinese patent. We also filed patent application in both United States and European Countries.

A large scale SFDA (Chinese FDA) sanctioned clinical test of this test involving 10,000 samples has already been examined by the National Institute for the Control of Pharmaceutical and Biological Products and demonstrated ultra high sensitivity and high specificity relative to the other HCV diagnostics technology currently on the market.

The Company obtained SFDA approval for its HCV antibody detection kit on May 10, 2006, the certificate number is S20063051. The production line for diagnostic kit got GMP certificate In November of 2006. Production and sales of this diagnostic product will start from 2007.

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PRODUCT LINE 3: ANTI-HCV MEDICINES

About 200 million population has been infected by HCV virus worldwide. The most recent reach carried by Dr. Brian Edlin from Cornell University shows there are 5 million people infected by HCV virus in the United Stated by the end of year 2005. Majority HCV infected people become chronic cases and carry the virus for the whole life. There’s no cure for this disease. The only medicine available for HCV patients, such as interferon, can only slow down the process of this disease. In addition, only 40% to 50% patients can actually response to interferon treatment. The effective rate is even lower in China and some other Asian countries with majority people infected by type I HCV virus. There’s no any medicine available for these patients.

A lot of pharmaceutical companies and HCV research institute have invested a lot of money on the battle for anti-HCV research. However, they are moving forward extremely slow due to lack of intact HCV virus.

We have already established an anti HCV drug-screening assay based on our in vitro cell culture system and we have started the primary screening stage. The mechanism of this system is shown the figure. In the human hepatocytes culturing plates, intact HCV virus is used to infect hepatocytes. Anti-HCV drug candidate is added to the cell culture plate. If the drug can kill HCV virus or inhibit invasion of HCV virus into hepatocytes, the morphology of hepatocytes would be as normal as healthy hepatocytes and HCV virus can not kill these cells.

This is only in vitro anti-HCV drug screen system in the world with the low-cost and high-speed characters. With the careful optimization, this system can screen thousands of chemical and drugs in very short period of time which increase the chances of getting anti-HCV target medicine dramatically.

This in vitro anti-HCV medicine screening system has the following advantages:

¨   Uniqueness: This system so far is the only one available for in vitro anti-HCV medicine screening; It will dramatically speed up new drug development for HCV;

¨   Suitable for High-through Put Screening: The speed can be extremely fast and hundreds drugs could be tested by this system every three days;

¨   Intuitive: This system can help scientist to clearly know what’s the anti-HCV mechanism of drug candidates, e.g. to figure out whether drugs can directly kill HCV virus, or prohibit the enter of HCV virus into human hepatocytes, or inhibit replication of virus;

¨   Safe: This system allows anti-HCV medicine to be tested before they are used directly to clinical trial due to lacking of in vitro system.

Our first batch of candidates to screen will be the known anti-viral drugs. Except interferon (which performance is also not satisfying for anti-HCV), there’s no effective anti-HCV medications clinically used. Some of Traditional Chinese Medicine has been proved to be helpful for treating HCV infection. The anti-HCV drug screen system set up by our company will use these precious resources. These medicines are low-cost and suitable for more HCV infected patients. If capital funding is adequate enough, the Company will start to screen chemical library as well.

The Company also would like to collaborate with other research institutes and allow them to test their drug candidates by using our in vitro system.

PRODUCT LINE 4: HCV HUMAN VACCINE

Ninety percent of HCV infected people are asymptomatic and 70% among them become chronic cases. This asymptomatic population is the major source for spreading HCV virus. Effective preventive method is the most efficient way to eradicate HCV virus. The development of HCV vaccine meets the major obstacles because the bio-characters of HCV are not clear yet.

Vaccines contain antigenic components which can stimulate an immune response (but not the disease), and leads to immunity for certain pathogen. There are two types of vaccine, activated (live virus which cannot replicate or be pathogenic) and inactivated (components of actual virus). Many research results show that inactivated HCV vaccine is not effective. However, activated HCV vaccine can not be made without live HCV virus. Yangling Daiying is developing an attenuated live HCV vaccine using replication-deficient HCV virus and making fast progress with the support of 863 grants from Chinese government. It can hold the whole market share if it can be released soon. The markets of activated HCV vaccine are including both domestic and international market.

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Prophylactics such as vaccines enabled with our “Rosetta stone” also promise to be highly profitable and our HCV vaccine research program has also already been initiated; this research has been awarded prestigious Chinese government high-Tech 863 project statuses. Chinese 863 projects are special industrial projects the Chinese government deems to be of profound significance to their nation in important research areas, and they receive substantial financial support from the Chinese government.  As the main institution for the execution of the HCV human vaccine project, Yangling Daiying has obtained three years of government funding grants through the prestigious 863 mechanism – grants that come to Yangling Daiying with no strings attached whatsoever.

At current stage, the Company has successfully created replication-deficient HCV virus. Results from immunolized animal show: Replication-deficient HCV can induce high production of anti-HCV virus. The Company can purify large-scale these special virus for human vaccine production.

Further studies include using animal models to evaluate the effectiveness and safety of HCV vaccine, Phase I, II and III clinical trials, application for registration approvals and so on.

PRODUCT LINE 5: OVER THE COUNTER MEDICINES

In addition to research and development of innovative, high-tech biological products, the Company is also actively involved in the development and manufacturing of over-the-counter (OTC) Traditional Chinese Medicines (TCM), synthetic medicines and functional foods. As the consequences of acquisitions, the Company owns 36 medicines with National Drug Production Licenses and 6 functional foods with National Food Production Licenses approved by SFDA. These various medicines include liver-care medicines, anti-inflammation medicines, anti-cold medicines, cough suppressant, vitamins, and other nutrient supplements. Most of medicines have been on the market for year and well accepted by Chinese customers.

PRODUCT LINE 6: MEDICAL DEVICES AND OTHER MEDICAL PRODUCTS DISTRIBUTED FOR THE OTHER COMPANIES

Daiying, through its subsidiary, Shaanxi Daiying Medicine Distribution Co., Ltd. a GSP (Good Sales Practice) – compliant medical products distribution company, distributes medical products from international biological and pharmaceutical companies on China’s market.  On May 12, 2005, Yangling Daiying signed the Sole Distribution Agreement and the Sole Co-production Agreement with Taramedic Corporation Sdn. BHD, a Malaysian company for distribution of its product, Tara KLampÒ Disposable Circumcision Device.  The product owns patent protection in both Malaysia and China (China Patent Number 93104792.7).  The Company has obtained the Registration Approval for this imported product from SFDA on January 26, 2006. Marketing and sales has presently commenced.

Services

SERVICE 1: ANTI-HCV MEDICINE SCREEN

We have already established an anti HCV drug-screening assay based on our in vitro cell culture system and we have started the primary screening of anti-HCV medicines.

This is only in vitro anti-HCV drug screen system in the world with the low-cost and high-speed characters. With the careful optimization, this system can screen thousands of chemical and drugs in very short period of time which increase the chances of getting anti-HCV target medicine dramatically.

In order to speed up the development of new anti-HCV drugs, Yangling Daiying is willing to offer the services for some companies and research institutes to use its in vitro virus culture system to test their anti-HCV drug candidates.

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SERVICE 2: GMP-COMPLIANT MEDICAL PRODUCTS PRODUCTION

Our high-output GMP manufacturing facility provides an opportunity to commercialize products licensed from third-parties and developed through collaborations. Yangling Daiying plans to manufacture several dozen other diagnostic product pharmaceutical chemicals and oral dosage forms for various foreign companies through Original Equipment Manufacturer (OEM) relationships.

Distribution Methods of Products

MARKETING MODELS

The Company’s products will be distributed through hundreds of sub distributors in Chinese, taking advantages of existing sales networks of these distributors, quickly spread the Company’s products all over in China.

TECHNICAL SEMINARS AND TRAINING:

It’s very important for the Company to build up good image among its customers and let them know the Company’s products are developed from advanced technology. Marketing strategies will be different among different customers. Main efforts will be focused on biggest 20 to 30 customers. For example, we would pick out a couple of biggest hospitals from some big cities; for marketing to those blood stands, we will be focusing on the blood stands at Beijing, Shanghai and Xi’an, et al.

The Company will spend a lot of efforts to help customers understand the value of intact HCV virus. Seminars will be held for various customers to help them understand our technology.

Based on the quantities and dependence on our products, we will select VIP customers each year. Our expert team will provide training on recent trends of HCV reach and hepatology. People attended will be award training certificate. VIP customers will enjoy more advantage on prices of our products and after-sales services so that those customers will be bond more tightly to our products.

Based on unique and advanced technology, the new diagnostic products from the Company will bring new mileage for HCV diagnostic. The Company will break-up traditional low-price, more-sales model, and bring more profits for its distributors and stabilize our sales network.

MEDIA ADVERTISEMENT:

To make customers understand advantages of the Companies products and technologies based, advertisement through media plays important roles. The media channels include newspaper, internet and international scientific journals, et al. The contents include recognition of HCV, self-protection for HCV infection and self-detection for HCV infection, et al. Through this program, the Company will help the general populations to recognize the dangerous of HCV infection, as the same time, let them understand the break-through the Company brings to HCV treatment and prevention.

Status of any publicly announced new product or service

PRODUCT LINE 1: HEPATITIS C VIRUS PRODUCED IN-VITRO.

We have already achieved a production scale level of 10,000 ml of concentrated material per month.  HCV antigen production is 10 grams per month.  This mass of material will be sufficient for both our own internal research and product development needs as well as those of other research institutions and pharmaceutical companies worldwide.  We do not need governmental approval for sale of this product in China.

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PRODUCT LINE 2: ELISA KITS.

The Company obtained SFDA approval for its HCV antibody detection kit on May 10, 2006, the certificate number is S20063051. The production line for diagnostic kit got GMP certificate In November of 2006. Production and sales of this diagnostic product has started.

PRODUCT LINE 3: ANTI-HCV MEDICINES

The company has set up high-through put screen system to screen anti-HCV medicines in vitro. Large scales screen on traditional Chinese medicines has started.

PRODUCT LINE 4: HCV HUMAN VACCINE

We have done laboratory studies on setting up replication deficient HCV genome and which has been shown to be a good HCV vaccine candidate. Animal models will be set up for study of efficacy of this vaccine.

PRODUCT LINE 5: OVER THE COUNTER MEDICINES:

The Company owns 36 OTC drugs 6 functional foods which have been approved by SFDA. These drugs are sold on the market and they are key revenue generators for the Company in 2007.

PRODUCT LINE 6: MEDICAL DEVICE: TARA KLAMPÒ DISPOSABLE CIRCUMCISION DEVICE

The registration approval for importing this product from Malaysia was obtained on January 26, 2006. The marketing and sales of this product has started.

Competitive business conditions, and the Company’s competitive position in the industry, and methods of competition

MARKET POSITIONING VS. COMPETITORS

HCV Virus and Antigen

There is no real competition at the current time since Daiying has the only system available to produce it, and have obtained domestic patents to protect the replication of the technology by others and products derived from it.

Anti-HCV Drug-screen system

Due to the limitation of current treatment for chronic HCV infection, intensive R&D activities are carrying on in pharmaceutical companies and HCV research institutes. There’s no real competition at current time since Yangling Daiying has the only system available which is using intact HCV culturing system for screening anti-HCV drugs in vitro. Instead of extremely tedious drug screening from the synthetic compounds as most pharmaceutical companies are doing, Yangling Daiying has sources of traditional medicines which are well-known to be effective to control HCV infection.  Screening anti-HCV drugs out of these traditional Chinese medicines would be much faster and less expensive than screening tens of thousands of synthetic medicines.

HCV Antibody Detection ELISA Kits

Our main competition are domestic companies, the number of which stands at over 200 at this time. All these companies rely on a third party to supply antigen for their kits. Yangling Daiying is different in this respect since it is self-sufficient for its antigen supply.

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Over the counter medicines

China is a huge market for OTC medicine. Because of historical reasons and relaxed government regulation, development of OTC products has it own unique cultural and market background. The large base of users, as well as extensive media coverage, makes the Chinese OTC market very attractive.

COMPETITIVE ADVANTAGES

The competitive advantages of the Company mainly lie in:

HCV research abilities

Daiying has a distinctive technology for culturing (growing, propagating) intact Hepatitis C virus in vitro, which creates a sturdy foundation for developing other HCV products.

Government supports

Daiying’s HCV vaccine research program has been awarded the prestigious Chinese government high-Tech 863 project status. Daiying also enjoys special tax policies and support of acquiring land to expend its business.

Advanced manufacturing facilities

Daiying possesses the most comprehensive 10,000-grade GMP-compliant manufacturing facilities in China, which include fully equipped GMP standard production lines for oral dosage forms of Chinese medicines, synthetic medicines, functional foods, virus and in vitro diagnostics.

Patent protection in China

Daiying obtained a Chinese patent for this invention on October 23, 2002, securing a strong independent IP position. In December 2003, the patent was awarded the prestigious China Patent Golden Medal by the General World Intellectual Property Organization (WIPO).

COMPETITIVE WEAKNESSES

The competitive weaknesses of the Company mainly lie in:

Although Daiying has filed an application of PCT, US patent and European patent protection, patents haven’t been issued in other countries/districts but only in China currently.

Daiying’s HCV research needs substantial long term funding, therefore, Daiying needs to spent tremendous efforts on marketing and sales for current products to generate sufficient revenues and profits to support its research. Meanwhile, Yangling Daiying needs to raise funds to support its growth and long-term research lines.

Daiying has its sales network mainly in China for its existing products and it expects to rapidly broaden its network to international market.

Sources and Availability of Raw Materials and Names of Suppliers

The following is a list of raw materials that we will utilize and the name of our suppliers:

1.  Sigma: all chemical reagents, American company, branch office in Xi’an, China: #1 Wenyi South Rd, Xi’an.

2.  Gibco: medium and fetal bovine serum, American company, branch office in Xi’an, China: #17 Changle West Rd, Xi’an.

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3.  Shenzhen Jincanhua Enterprise Co., Ltd: 96-well plat and glassware, Hi-tech Demonstration Zone, Bldg. 3, Shenzhen, China.

4.  Shaanxi Ruibo Pharmaceutical Co., Ltd.: chemical compound #113 Xi’an Changle Rd, Xi’an China.

5.  Shaanxi Daxin Suye Co., Ltd.: tablets for medicine #1 Huoju Rd, Xi’an China.

6. Xi’an Raw Chinese Traditional Medicine Supply Company: Raw Traditional Medicine, #93 Dongguan South Rd, Xi’an China.

7. Wuningxian Linquan Capicule Co., Ltd.: Capicule shell Dongdu Development Zone, Wuning County, Jiangxi, China.

8.  Xi’an Ruikang Rubber Manufacturing Co., Ltd: plastics, Sanqiao Xinjie Xibaozi, Weiyang District, Xi’an China.

9. Shaanxi Guoyi New Special Medicine Co., Ltd.: Chinese Traditional Medicine Industry Trading Zone, Huxian County, Xi’an China.

Dependence on one or a few major customers

Daiying believes that it will not be dependent on a few major customers for the sales and distribution of its products and services.  Its potential customers will include hospitals, pharmacies and research institutes of which there are many.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor Contracts

Daiying obtained a Chinese patent of “The Intact Hepatitis C Virus (HCV) and Method for Culturing HCV in vitro by Cell Culture” on October 23, 2002.  The patent number is 01124001.6.  A pending Patent Co-operation Treaty (PCT) international application was filed on August 2, 2002 to cover countries and areas including the United States, Japan, Korea, Russia and the European Union, and obtained the priority protection from these countries.

On February 5, 2004, Daiying filed a patent application to the United States Patent and Trademark Office, the processing number is 10/486,024.  The publication number is US-2004-0166488-A1. The patent has been reviewed and a comment letter was sent to Yangling Daiying on January 9, 2006.  An amendment needs to be filed to continue the patent application.

On March 11, 2004, Daiying filed patent application to the European Patent Office. The processing number is 02754159.8.  The Company registered “Daiying Biotech” as its trademark at the National Institute of Trademark in China effective May 21, 2002 to May 20, 2012. The Company has no licenses, franchises, concessions, royalty agreements, or labor contracts.

Need for Governmental Approval of Products

The Company has acquired all of regulation approvals for its existing products from SFDA by the end of year 2006.

Effect of Existing Governmental Regulations

The manufacturing facilities for both biological and medical products have to be GMP-compliant.  We have received the GMP certificate from the government.  In order to sell or distribute the pharmaceutical products in China, the Company has to have GSP (Good Sales Practice for Pharmaceutical Products) certificate.  Daiying’s subsidiary, Shaanxi Daiying Medicine Distribution Co., Ltd., has obtained the GSP certificate which allows the company to wholesale medical products to pharmacies, hospitals, clinics and sub-distributors. For commercialization of new drugs in China, companies have to get New Drug Approval from SFDA.  We have obtained a New Drug License for three of our TCM Products.

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The amount spent during last two fiscal years on research and development costs

Research and product development costs are charged to expense as incurred.  The Company incurred $21,868 and $56,583 in product development costs for the years ended December 31, 2008 and December 31, 2007, respectively.

Costs and Effects of Compliance with Environmental Laws

At the present time, Daiying is in compliance with applicable environmental laws in China, both nationally and locally.  Its current cost of compliance is approximately $50,000 per year, assuming no change in the current laws.

Number of Full Time and Part Time Employees:

The Company and its subsidiaries had 94 full-time employees as of December 31, 2008.

COMPLIANCE WITH RELATED LAWS AND REGULATIONS

In China, the Company relies on the advice of Chinese legal counsel to maintain compliance with all laws, rules, regulations and government policies in China. The biotech and pharmaceutical industries in China are subject to extensive government regulation, which regulations have been changing rapidly, and there is no assurance that the Company will not be adversely impacted by such regulations in the future.

(a)     Local Regulations

The Company cannot determine to what extent its future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations on a local level in China.

(b)     National Regulations

The Company cannot determine to what extent its future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations on a national level in China.

(c)     Other Factors

Since the operations of the Company are conducted in the People's Republic of China ("PRC"), they are subject to special considerations and significant risks not typically associated with investments in equity securities of United States and Western European companies. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. These are described further in the following:

POLITICAL ENVIRONMENT

The value of the Company's businesses in China may be adversely affected by significant political, economic and social uncertainties in the PRC.  A change in policies by the Chinese government could adversely affect the Company's interests in its subsidiaries by, among other factors:  changes in laws, regulations or the interpretation thereof; confiscatory taxation; restrictions on foreign currency conversion, imports or sources of suppliers; or the expropriation or nationalization of private enterprises.

ECONOMIC ENVIRONMENT

The economy of the PRC differs significantly from the economies of the United States and Western Europe in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the Chinese government encouraged substantial private economic activities.

The Chinese economy has experienced significant growth in the past ten years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the Chinese central government to control inflation have significantly restrained economic expansion recently. Similar actions by the central government of the PRC in the future could have a significant adverse effect on economic conditions in the PRC and the economic prospects for our Company.

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FOREIGN CURRENCY EXCHANGE

The Chinese central government imposes control over its foreign currency reserves through control over imports and through direct regulation of the conversion of its national currency into foreign currencies. As a result, the Renminbi is not freely convertible into foreign currencies.

The Company conducts, or plans to conduct, substantially all of its business in the PRC, and its  financial performance and condition is measured in terms of Renminbi. The revenues and profits of the Company’s subsidiaries are predominantly denominated in Renminbi, and will have to be converted to pay dividends to the Company’s shareholders in United States Dollars.   Should the Renminbi devalue against these currencies, such devaluation would have a material adverse effect on the Company's profits and the foreign currency equivalent of such profits repatriated by the subsidiaries to the Company. The Company currently is not able to hedge its exchange rate exposure in the PRC because neither the banks in the PRC nor any other financial institution authorized to engage in foreign exchange transactions offer forward exchange contracts.

LEGAL ENVIRONMENT

Since 1979, many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in the PRC.  However, the PRC still does not have a comprehensive system of laws and enforcement of existing laws may be uncertain and sporadic.

Item 2. Properties

PLANTS

The Company owns three manufacturing facilities. The Company’s headquarters is located in Yangling, which is only 82 km away from Xi’an, one of the biggest cities in China.  Daiying has a Good Manufacturing Practice (GMP) compliant manufacturing facility which is one of the few GMP compliant facilities for both biological and pharmaceutical products in China.  The Company’s research center and manufacturing plant is in Shaanxi province.  The Company acquired 35,940 m2 of land in the Yangling Agricultural Hi-tech Industrial Demonstration Zone in China.  Yangling Daiying has already constructed a 5,359 m2 GMP standard facility.  The overall production facility meets the cleanness standard of 10,000-grade GMP compliance, and it includes a production facility for HCV particles and antigens, a biological kits facility, and a fully-equipped factory for producing Traditional Chinese Medicine (TCM) and Western solid medicines.  The other two manufacturing facilities are Hua Yang and Ze An, which are located Hunan province. The two facilities have over 58,640 m2 of land with GMP certified production area 13,000 m2.

EQUIPMENT

The manufacturing plants are designed based on Chinese GMP requirements.  High class facilities are selected for the establishment of the manufacturing workshop.

Item 3. 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.

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

During the fourth quarter of 2008, no matter was submitted to a vote of the security holders.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s common stock is traded on the OTCBB under the symbol “WWBP.OB”. The Company’s common stock consists of 90,000,000 shares authorized, par value $.001 per share, of which, as of December 31, 2008, there are 53,915,653 shares issued and outstanding. According to the Company’s Restated Certificate of Incorporation, shareholders are not entitled to preemptive rights nor are they entitled to cumulative rights. The common stock started trading under the symbol SC11 on August 20, 2003, the effective date of the 1-100 reverse stock split.  The following is the high and low prices of our stock for the last eight quarters.

The following table sets forth the range of bid prices of our common stock as quoted on the OTCBB during the periods indicated. The prices reported represent prices between dealers, do not include markups, markdowns or commissions and do not necessarily represent actual transactions.

Quarter	2008				2007
	High		Low		High		Low
First	$	0.05	$	0.03	$	0.32	$	0.10
Second	$	0.05	$	0.03	$	0.20	$	0.03
Third	$	0.04	$	0.03	$	0.05	$	0.02
Fourth	$	0.03	$	0.01	$	0.08	$	0.04

Our common shares are issued in registered form. American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038, is the registrar and transfer agent for our common stock.

From January 1 to March 26, 2009, the highest and lowest prices of our common shares on the OTC Bulletin Board were $0.04 per share and $0.01 per share.  On March 26, 2009, the closing price of our common stock on the OTC Bulletin Board on the last day it traded before the filing of this Annual Report was $0.015 per share.

As of December 31, 2008, there were approximately 127 shareholders of record of the Company’s common stock, which does not include shareholders who own our shares in so-called “street name.”

Dividends

We have not paid dividends on our shares of common stock, and do not intend to pay dividends in the foreseeable future.  We intend to retain earnings, if any, to finance development and expansion of our business.  Payment of dividends in the future will depend among other things, upon our ability to generate earnings, our need for capital, and our overall financial condition.

Equity Compensation Plans

The Company filed a Form S-8 with the Commission on May 20, 2005 wherein it registered 5,000,000 shares to be issued under a Non-Qualified Employee Stock Compensation Plan. (“Plan”)  Employees, directors, officers, consultants, advisors and other persons associated with the issuer are entitled to be issued shares for bona fide services rendered to the Company pursuant to the Plan. For the year ended December 31, 2008, 2,000,000 shares have been issued to employees and 3,000,000 shares have been issued to consultants.

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Securities Issued in Connection with Acquisitions

On January 19, 2006, the Company, by and through its wholly owned subsidiary Yangling Daiying Biotech & Pharmaceutical Group Co. Ltd., entered into a reorganization agreement with Hunan Hua Yang Pharmaceutical Co. Ltd. and its shareholders Aibin Chen and Zhuobin Lin.  Pursuant to this agreement, the Company issued 482,800 shares of its common stock to acquire 51% of Hua Yang in a transaction exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended.

On January 19, 2006, the Company also entered into a reorganization agreement with Hunan Ze An Pharmaceutical Co. Ltd. and its shareholders Zhongyu Lu, Aibin Chen and Weiliang Wu.  Pursuant to the agreement, the Company issued 217,600 shares of common stock and paid certain cash consideration to acquire control of Hunan Ze An Pharmaceutical in a transaction exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended.

Securities Issued in Connection with Settlement of Litigation

On September 7, 2006, the Company and Coast to Coast Equity Group, Inc., settled a litigation pursuant to which the Company issued 2,158,151 shares of common stock to Coast to Coast in a transaction that was exempt from registration pursuant to Section 4(2) under the Securities of Act of 1933, as amended.

Securities Issued in Connection with Conversion of Debt

On March 31, 2007, Xi'An Jin Hao Sci-Tech Investment Management Co., Ltd. (formerly Xi'An Jin You Sci-Tech Investment Management Co., Ltd.) (“Jin Hao”), a stockholder of the Company converted RMB7.73 million debt (equivalent to $1 million at the date of conversion) to 10,000,000 shares of the Company’s common stock at $0.10 per share, the closing price of the Company's common stock on the date of conversion.

On September 30, 2007, the Company and Jin Hao, a stockholder of the Company reached an agreement whereby the Company transferred certain property to Jin Hao, a stockholder of the Company with the original cost of RMB3,030,707 and Jin Hao assumed the remaining mortgage of RMB1,087,250 and relieved debt of RMB1,943,457. Upon transfer of certain property, the related cost of RMB3,030,707 (equivalent to $404,483 at September 30,2007), accumulated depreciation of RMB447,032 ($59,662), remaining mortgage of RMB1,087,250 ($145,106) and due to Jin Hao of RMB1,943,457 ($259,377) were removed from the accounts and the excess of agreed upon transfer price (original cost less assumed mortgage remainder) over the net book value (original cost less accumulated depreciation) of RMB447,032 ($59,662) was recorded as additional paid-in capital.

Recent Sales of Unregistered Securities

We have not made any previously unreported sales of unregistered securities from January 1, 2008 to December 31, 2008.

Purchases of Equity Securities by Issuer and Affiliated Purchasers

We have not repurchased any of our common stock and have no publicly announced repurchase plans or programs as of December 31, 2008.

Item 6. Selected Financial Data

Not applicable.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following discussion of our financial condition and results of our operations should be read in conjunction with the Financial Statements and Notes thereto.  Our fiscal year ends December 31.  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.

OVERVIEW OF OUR 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 subsidiary, Daiying and its subsidiaries in P.R. China. The Company focuses on research & develop, 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 bottle neck in the HCV research field. We made some progress on the improving of sensitivity and specificity on HCV diagnostic reagents in 2007.  We screened four Chinese traditional medicine using   high-throughput anti-HCV medicine screening system and got some primary data. The data will be verified by further test.  We expect to get one or two new anti- HCV leads in next years if we could raise enough capital funding for our research. We optimized large – quantity purification methods for replication-deficient HCV virus and setting up ideal animal models for efficacy and safety studies of HCV human vaccine in 2007.  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.

Significant corporate events

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.

Daiying has finished the clinical trial for the Emergency Haemostatic Patch and submitted to SFDA for the registration on the September 28, 2008.  As the new company hasn’t been set up before September 30, 2007, so the right to purchase no less than 20% of the equity interest of a new company void. On December 26, Daiying got the the approval of SFSA.

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RESULTS OF OPERATIONS

The following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for the years ended December 2008 and 2007.  The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.

	2008			2007
Net revenue	$	136,043		$	174,469
Cost of revenue		(117,491	)		(160,964	)
Gross profit		18,552			13,505
Operating expenses:
Research and development		21,868			56,583
Professional fees		93,801			56,672
Stock-based compensation		-			585,000
Selling expense		44,564			10,292
General and administrative		965,140			709,502
Total operating expenses		1,125,373			1,418,049
Loss from operations		(1,106,821	)		(1,404,544	)
Other income (expense):
Interest income		(3,111	)		(686	)
Interest expense		467,141			228,395
Government grants		-			(1,340,835	)
Depreciation and production costs of idle capacity		77,888			440,971
Other (income) expense		(5,255	)		20,893
Realized (gain) loss on sale of marketable securities		-			(23,379	)
Total Other (Income) Expenses		536,663			(674,641	)
Income(Loss) before minority interest		(1,643,484	)		(729,903	)
Minority interests		25,080			336,197
Net income (loss)	$	(1,618,404	)	$	(393,706	)
Net loss per common share – Basic and diluted	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding – Basic and diluted		53,915,653			51,403,593

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Fiscal Year Ended December 31, 2008 compared to year ended December 31, 2007

REVENUES

For the year ended December 31, 2008, our revenues were $136,043, as compared to $174,469 for the year ended December 31, 2007, a decrease of $38,426 in revenue.  We attribute this decrease in net revenues to a capital shortage of Hunan Hua Yang.

OPERATING EXPENSES

For the year ended December 31, 2008, the selling, general and administrative expenses amounted to $1,009,704 as compared to the selling, general and administrative expenses of $719,794 for the year ended December 31, 2007.  Gross profit for the year ended December 31, 2008 was $18,552 or 13.6% of revenues, as compared to $13,505 for the year ended December 31, 2007.

The changes of operating expenses include:

·   For the year ended December 31, 2008, we incurred selling expense of $44,564 compared to $10,292 for the year ended December 31, 2007.  The increase was due to an increased marketing effort of Shaanxi and selling activities from Daiying and Hua Yang.

·   For the year ended December 31, 2008, we incurred research and development expense of $21,868 compared to $56,583 for the year ended December 31, 2007, a decrease of $34,715 or 61.4%.  The decrease was due to limited funding capitals.

·   For the year ended December 31, 2008, we incurred professional fees of $93,801 as compared to $56,672 for the year ended December 31, 2007, an increase of $37,129, or 65.5%.  The increase was due to an increase in amounts paid to various consultants and professionals related to legal matters and business acquisitions.

·   Stock-based compensation expense decreased to $0 for the year ended December 31, 2008 from $585,000 for the year ended December 31, 2007. The decrease in stock-based compensation expense was attributable to the reduction of amortization of deferred compensation.  For the year ended December 31, 2008, stock-based compensation accounted for 0% of total operating expenses.

·   For the year ended December 31, 2008, general and administrative expenses were $965,140 as compared to $709,502 for the year ended December 31, 2007, an increase of $255,638, or approximately 36%.  In the 2008 period, we incurred more administrative expenses due to the acquisition of two pharmaceutical companies, Ze An and Hua Yang.

For the year ended December 31, 2008, interest expense was $467,141 as compared to $228,395 for the year ended December 31, 2007 and was related to an increase in borrowings after acquisition of two pharmaceutical companies.  For the year ended December 31, 2008, other expense was $(5,255) as compared to other income of $20,893 for the year ended December 31, 2007.

As a result of these factors, the Company reported a net loss of $1,618,404 or $0.03 per share for the year ended December 31, 2008, as compared to a net loss of $393,706 or $0.01 per share for the same period in 2007.

INCOME TAXES

Worldwide is registered in the State of Delaware and is subjected to United States of America tax law. Worldwide did not have any assessable income for the years ended December 31, 2008 and 2007 and no provision for income taxes in the United States.

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The Company conducts all of its business through its PRC subsidiaries namely Shaanxi Allied, Daiying, Shaanxi and Hua Yang. All of the Company’s PRC subsidiaries are subjected to PRC’s Enterprise Income Tax governed by the Income Tax Law of the People’s Republic of China (the “PRC Income Tax Law”). Under the PRC Income Tax Law, Shaanxi Allied, as a foreign investment enterprises is exempted from income tax for two years from the first profit making calendar year of operations after offset of accumulated taxable losses, followed by a 50% exemption of income tax for the immediate next three 3 calendar years (“tax holiday”). Shaanxi Allied did not have any taxable income for the years ended December 31, 2008 and 2007 and no provision for income taxes has been made. Daiying is located in Yangling High Tech Zone approved by the relevant PRC tax bureau whereas Daiying is entitled to a preferential tax rate of 15%. The statutory income tax rate for Daiying for relevant periods is 15% prior to December 31, 2007 and 25% as of January 1, 2008 and forward. Shaanxi Daiying Medicine Distribution Company and Hua Yang, which are local PRC companies are generally subjected to a statutory income tax rate of 33%. The statutory income tax rate for Shaanxi and Hua Yang for relevant periods is 33% prior to December 31, 2007 and 25% as of January 1, 2008 and forward.

The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes". SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2008, we had cash and cash equivalent of $190,039.

Net cash used in operating activities for the year ended December 31, 2008 was $321,868 as compared to net cash provided by operating activities of $938,640 for the year ended December 31, 2007.  For the year ended December 31, 2008, we used cash to fund our loss of $1,618,404 and to fund such as accounts receivable of $45,491, inventories of $52,268, and prepayments and other receivables, of $59,359, and by minority interests portion of non-majority owned subsidiaries losses, offset by non-cash items such as depreciation and amortization of $449,685, stock-based compensation of $0. For the year ended December 31, 2007, we used cash to fund our loss of $393,706 and to fund accounts receivable of $106,647, inventories of $121,335, and prepayments and other current assets of $81,108.  Offsetting non-cash items such as depreciation and amortization were $695,776, stock-based compensation of $585,000.

Net cash used in investing activities for the year ended December 31, 2008 was $297,919 as compared to net cash used in investing activities for the year ended December 31, 2007 of $13,190. We attribute this increase to establishing a workshop and purchasing equipment.

Net cash generated from financing activities for the year ended December 31, 2008 was $75,187 as compared to net cash generated from financing activities for the year ended December 31, 2007 of $252,446.  For the year ended December 31, 2008, the Company received nothing from the proceeds of a loan.  For the year ended December 31, 2007, the Company received $537,658 from the proceeds of a loan $196,429 from stockholders/officers, offset by the repayment of mortgages payable of $113,868 and loan payable of $479,807 and loan payable to related parties of $0.

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 December 18, 2006, two subsidiaries of the Company which are located next to each other, the redundancy operating expenses generated from these two subsidiaries was significantly cut down with the completion of the consolidation.  Furthermore, the stock-based compensation generated from amortization of deferred compensation for consultants was $0 for the year ended December 31, 2008, accounting for 0% of operating expenses.  This part of expenses was diminished with the expiration of the terms of all existing consulting agreements for the year ended December 31, 2007.

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(b) 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.

The Financial Department of the Company is also in the middle of going though due diligence by financial institutions with the purpose of acquiring additional loaned capital in 2009.

Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through December 31, 2009.

Critical Accounting Policies

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

VALUATION OF LONG-LIVED ASSETS

We review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with definite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience credit loss rates similar to those we have experienced in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers.

Item 7A. Quantitative and Qualitative Disclosures about Market 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 December 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.

21

Item 8. Financial Statements and Supplementary Data

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

Consolidated Financial Statements

For The Year Ended December 31, 2008 and December 31, 2007

(With Reports of Independent Registered Public Accounting Firm Thereon)

22

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	24
Report of Independent Registered Public Accounting Firm	25
Consolidated Balance Sheets	26
Consolidated Statements of Operations	27
Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss)	28
Consolidated Statements of Cash Flows	29
Notes to Consolidated Financial Statements	30 - 45

23

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE – SUITE 1003 – NEW YORK, NY 10038 – TEL (212) 406-7272 – FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders of

Worldwide Biotech & Pharmaceutical Company and Subsidiaries

We have audited the accompanying consolidated balance sheet of Worldwide Biotech & Pharmaceutical Company as of December 31, 2008 and the related consolidated statements of operations, stockholders’ equity (deficit) and comprehensive income (loss), and cash flows for the year then ended.  The financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in all material respects, the consolidated financial position of Worldwide Biotech & Pharmaceutical Company as of December 31, 2008, and the consolidated results of operations and cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has generated limited revenue and has incurred accumulated losses of $13,427,533 on December 31, 2008 since inception.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also discussed in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kempisty & Company CPAs PC

Kempisty & Company,

Certified Public Accountants, P.C.

New York, New York

March 23, 2009

24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Worldwide Biotech & Pharmaceutical Company

Yangling, Shaanxi, China

We have audited the accompanying consolidated balance sheet of Worldwide Biotech & Pharmaceutical Company and Subsidiaries (collectively, “Worldwide” or the “Company”) as of December 31, 2007 and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2007, and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year then ended in conformity with the accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit, a working capital deficiency, and a net loss for the year ended December 31, 2007.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also discussed in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Li & Company, PC

Li & Company, PC

Skillman, New Jersey

April 14, 2008

25

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
	December 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS:
Cash	$	190,039		$	815,671
Accounts receivable, net (Note 4)		26,238			71,729
Inventories (Note 5)		126,585			178,853
Prepayments and other current assets (Note 6)		62,061			121,420
Total Current Assets		404,923			1,187,673
PROPERTY, PLANT AND EQUIPMENT, net (Note 7)		4,858,303			4,770,394
LICENSES, net (Note 9)		-			13,597
LAND USE RIGHTS, net (Note 8)		781,815			748,449
Total Assets	$	6,045,041		$	6,720,113
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Loan payable (Note 11)	$	703,554		$	658,021
Note payable- related parties (Note 10)		198,051			185,233
Current maturities of note payable - bank (Note 12)		1,465,738			1,370,877
Accounts payable		353,058			372,721
Due to related parties (Note 10)		2,140,537			2,073,826
Other current liabilities (Note 13)		1,935,279			1,318,533
Total Current Liabilities		6,796,217			5,979,211
MINORITY INTEREST		-			56,378
Total Liabilities		6,796,217			6,035,589
STOCKHOLDERS' EQUITY:
Common stock $.001 par value; 90,000,000 shares authorized;
53,915,653 shares issued and outstanding,		53,916			53,916
Additional paid-in capital		12,499,171			12,381,441
Accumulated deficit		(13,427,533	)		(11,809,129	)
Accumulated other comprehensive income		123,270			58,296
Total Stockholders' Equity		(751,176	)		684,524
Total Liabilities and Stockholders' Equity	$	6,045,041		$	6,720,113
See accompanying notes to the consolidated financial statements.

26

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Year Ended
	December 31, 2008			December 31, 2007
NET REVENUES	$	136,043		$	174,469
COST OF GOODS SOLD		117,491			160,964
GROSS PROFIT		18,552			13,505
OPERATING EXPENSES:
Selling expenses		44,564			10,292
Research and development		21,868			56,583
Professional fees		93,801			56,672
Stock-based compensation		-			585,000
General and administrative		965,140			709,502
Total Operating Expenses		1,125,373			1,418,049
INCOME(LOSS) FROM OPERATIONS		(1,106,821	)		(1,404,544	)
OTHER (INCOME) EXPENSES:
Interest income		(3,111	)		(686	)
Interest expense		467,141			228,395
Other (income) expense		(5,255	)		20,893
Government grants		-			(1,340,835	)
Depreication and production cost of idel capacity		77,888			440,971
Realized (gain) loss on sale of marketable securities		-			(23,379	)
Total Other (Income) Expenses		536,663			(674,641	)
INCOME(LOSS) BEFORE MINORITY INTEREST		(1,643,484	)		(729,903	)
MINORITY INTEREST		25,080			336,197
NET INCOME(LOSS)	$	(1,618,404	)	$	(393,706	)
NET INCOME(LOSS) PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.03	)	$	(0.01	)
Net income(loss) per common share - Basic and diluted
Weighted average number of common shares outstanding
- Basic and diluted		53,915,653			51,403,593
See accompanying notes to the consolidated financial statements

27

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2008 and 2007
	Common Stock
	$.001 Par Value				Additional								Accumulated		Total
	Number of				Paid-in		Accumulated			Deferred			Comprehensive		Stockholders'			Comprehensive
	Shares		Amount		Capital		Deficit			Compensation			Income		Equity			Income
Balance, December 31, 2006		42,515,653	$	42,516	$	11,121,558	$	(11,415,423	)	$	(375,000	)	$	5,396	$	(620,953	)
Issuance of common shares to employees		1,400,000		1,400		208,600										210,000
Issuance of common shares for debt conversion		10,000,000		10,000		990,000										1,000,000
Amortization of deferred compensation											375,000					375,000
Excess value of payable and assumed mortgage over net of the transferred assets book value						61,283										61,283
Comprehensive income (loss):
Net loss								(393,706	)							(393,706	)	$	(393,706	)
Comprehensive income:
Change in unrealized gain on marketable securities														32,793		32,793			32,793
Foreign currency translation gain														20,107		20,107			20,107
Balance, December 31, 2007		53,915,653	$	53,916	$	12,381,441	$	(11,809,129	)	$	-		$	58,296	$	684,524		$	(340,806	)
Imputed interest for due to related parties						117,730										117,730
Comprehensive income (loss):
Net loss								(1,618,404	)							(1,618,404	)	$	(1,618,404	)
Comprehensive income:
Foreign currency translation gain														64,974		64,974			64,974
Balance, December 31, 2008		53,915,653	$	53,916	$	12,499,171	$	(13,427,533	)	$	-		$	123,270	$	(751,176	)	$	(1,533,430	)
See accompanying notes to the consolidated financial statements

28

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
	For The Year Ended
	December 31, 2008			December 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,618,404	)	$	(393,706	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization		449,685			695,776
Stock-based compensation		-			585,000
Gain on sale of marketable securities		-			(23,379	)
Imputed interest for due to related parties		117,730			-
Minority interest		(25,080	)		(336,197	)
Changes in assets and liabilities:
Accounts receivable		45,491			106,647
Inventories		52,268			121,335
Prepayments and other current assets		59,359			81,108
Accounts payable		(19,663	)		58,599
Accrued expenses and other current liabilities		616,746			43,457
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(321,868	)		938,640
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities		-			170,252
Purchase of property and equipment		(297,919	)		(157,062	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(297,919	)		13,190
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on loan payable		-			(479,807	)
Proceeds from note payable - stockholder		-			537,658
Payment on mortgages payable		-			(113,868	)
Repayment for due to related parties		(75,187	)		-
Proceeds from stockholders/officers		-			(196,429	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(75,187	)		(252,446	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		69,572			(1,033	)
NET CHANGE IN CASH		(625,402	)		698,351
CASH at beginning of period		815,441			117,320
CASH at end of period	$	190,039		$	815,671
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	25,456		$	228,395
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for debt conversion	$	-		$	1,000,000
Transfer of certain property for debt reduction	$	-		$	334,959
See accompanying notes to the consolidated financial statements

29

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

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 RMB 1,351,200 (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. 

30

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND OPERATIONS (CONTINUED)

The Company has currently suspended operations at Hua Yang coupled with its limited operation in 2008, the Company has written down the value of the following assets.

Accounts receivable	$	101,452
Inventories		218,948
Prepayment and other current assets		111,852
	$	432,252

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of presentation 

The Company’s 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”).

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. 

Marketable securities

Marketable securities, available-for-sale, securities consisted of investments in the equity of publicly traded companies in China and are stated at market value based on the most recently traded price of these securities. Unrealized gains and losses, determined by the difference between historical purchase price and the market value at each balance sheet date, are recorded as a component of Accumulated other comprehensive income in stockholders’ equity. Realized gains and losses are determined by the difference between historical purchase price and gross proceeds received when the marketable securities are sold.

31

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. 

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. 

Goodwill

The Company follows SFAS No.142 for its goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is stated at cost less accumulated impairment losses.

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. 

32

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 year ended December 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 December 31, 2008. 

Segment information 

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment (research, development, production, marketing and sales of auto electronic products) and in one geographical segment (China), as all of the Company’s current operations are carried out in China.

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. 

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. 

33

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. 

Government grants

Receipts of government grants to encourage research and development activities which are non-refundable are credited to deferred income upon receipt. The Company matches and offsets the government grants with the expenses of the research and development activities as specified in the grant approval document in the corresponding period when such expenses are incurred. There were no government grants to offset against research and development costs for the years ended December 31, 2008 or 2007. As of December 31 2008, government grants of $439,722 which was recorded as deferred income.

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: 

34

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

December 31, 2008

Balance sheet   RMB 6.8225 to US$1.00

Statement of operations and comprehensive income RMB 6.9493 to US$1.00

December 31, 2007

Balance sheet   RMB 7.2946 to US$1.00

Statement of operations and comprehensive income RMB 7.6072 to US$1.00

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(loss) for the years ended December 31, 2008 and 2007 were $64,974 and $20,107 and effect of exchange rate changes on cash flows for the year then ended were $69,572 and $(1,033), respectively. 

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

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 December 31, 2008 or 2007. 

35

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 adopted accounting principles 

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements.  In February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2").  FSP 157-1 amends SFAS No. 157 to remove certain leasing transactions from its scope.  FSP 157-2 delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company adopted SFAS No. 157 effective January 1, 2008 for all financial assets and liabilities as required.  The adoption of SFAS No. 157 was not material to the Company's financial statements or results of operations.

In February 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”, which is effective for fiscal years beginning after November 15, 2007.  SFAS No. 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates.  Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings.  The Company has not elected the fair value option for any assets or liabilities under SFAS No. 159.

Recently issued accounting pronouncements 

On December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling interest in Consolidated Financial Statements”.  SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements.  The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements.  SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years.  The adoption of SFAS No. 160 was not material to the Company's financial statements or results of operations.

On December 4, 2007, the FASB issued SFAS No.141R, “Business Combinations”.  SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination.  SFAS No. 141R is effective for 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.  The adoption of SFAS No. 141R was not material to the Company's financial statements or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”.  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  The Company is currently evaluating the impact of adopting SFAS No. 161 on its consolidated financial statements.

36

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

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 $13,427,533 and a working capital deficiency of $6,391,294 at December 31, 2008, a net loss of $1,500,674 and net cash used in operations of $321,868 for the year ended December 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 December 30, 2008 and 2007 consisted of the following:

	December 31			December 31
	2008			2007
Accounts Receivable	$	512,611		$	424,924
Less: Allowance for doubtful accounts		(486,373	)		(353,195	)
	$	26,238		$	71,729

For the years ended December 31, 2008 and 2007, the Company recorded bad debt expense of $106,753 and $0, respectively. 

37

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 5 - INVENTORIES 

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

	December 31			December 31
	2008			2007
Raw Material	$	114,208		$	82,770.00
Work in process		210,317			-
Finished goods		517,967			494,987
		842,492			577,757
Less: Inventory obsolescence		(715,907	)		(398,904	)
	$	126,585		$	178,853

NOTE 6 – PREPAYMENT AND OTHER CURRENT ASSETS

Prepayment and other current assets at December 31, 2008 and 2007 consisted of the following:

	December 31		December 31
	2008		2007
Advances on purchases	$	36,698	$	115,205
Other receivables		25,363		6,215
	$	62,061	$	121,420

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment stated at cost, less accumulated depreciation at December 31, 2008 and 2007 consisted of the following:

			December 31			December 31
	Estimated Useful		2008			2007
	Life (Years)
Buildings and improvement		20	$	4,780,359		$	4,428,515
Machinery and equipment		5-8		190,804			1,406,526
Vechicles		8		1,464,580			178,730
Construction in progress (b)				177,058			-
				6,612,801			6,013,771
Less: Accumulated depreciation				(1,754,498	)		(1,243,377	)
			$	4,858,303		$	4,770,394

(a)   Depreciation and amortization expense

Depreciation and amortization expense for the years ended December 31, 2008 and 2007 was $449,685 and $695,776, respectively.

(b)   Construction in progress

Construction in progress comprised capital expenditures for construction of the Company’s new production line, including machinery and equipment and facility set up charges. Upon completion of the construction, the construction in progress was reclassified as machinery and equipment. The Company did not capitalize any interest expense to construction in progress for the years ended December 31, 2008 or 2007.

38

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 8 – LAND USE RIGHTS

 Land use rights at cost, less accumulated amortization at December 31, 2008 and 2007 consisted of the following:

	December 31			December 31
	2008			2007
Land use rights	$	886,188		$	828,834
Less: accumulated amortization		(104,373	)		(80,385	)
	$	781,815		$	748,449

(a)   Amortization expense

Amortization expense for the years ended December 31, 2008 and 2007 was $18,089 and $16,918, respectively.

NOTE 9 – LICENSES

Licenses at cost, less accumulated amortization at December 31, 2008 and 2007 consisted of the following:

	December 31			December 31
	2008			2007
Licenses	$	42,094		$	39,369
Less: accumulated amortization		(42,094	)		(25,772	)
	$	-		$	13,597

(a)   Amortization expense

Amortization expense for the years ended December 31, 2008 and 2007 was $14,273 and $10,376, respectively.

NOTE 10 - RELATED PARTY TRANSACTIONS 

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

		December 31		December 31
		2008		2007
Due to related parties (a)
Guo, Wenxia	CEO; Stockholder;  Stockholder of Daiying	$	251,330	$	246,081
Xian Jin Hao Sci-Tech	Stockholder;            Stockholder of Daiying		486,731		510,031
Daiying Institute                                                The company controlled by Guo,Wenxia			1,275,557		1,199,008
Li, Zhuobin                                                          Stockholder;           Stockholder of Hua Yang			2,774		2,595
Chen, Aibin                                                         Stockholder;           Stockholder of Hua Yang			124,145		116,111
		$	2,140,537	$	2,073,826
Note payable- stockholder (b)
Lu, Zhongyu                                                       Prior Stockholder of Ze An		$	198,051	$	185,233

39

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 10 - RELATED PARTY TRANSACTIONS (CONTINUED)

         (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 prior 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. 

(c)   On March 31, 2007, Xian Jin Hao Sci-Tech Investment Management Co., Ltd. (Xian Jin Hao), a stockholder of the Company converted RMB7.73 million (equivalent to $1 million at the date of conversion) to 10,000,000 shares of the Company’s common stock at $0.10 per share, the closing price of the Company’s common stock on the date of conversion

(d)

On September 30, 2007, the Company and Xian Jin Hao, a stockholder of the Company reached an agreement whereby the Company transferred certain property to Xian Jin Hao, with the original cost of RMB3,030,707 and Xian Jin Hao assumed the remaining mortgage of RMB1,087,250 and relieved debt of RMB1,943,457. Upon transfer of the property, the related cost of RMB3,030,707 (equivalent to $41,547 at December 31, 2007), accumulated depreciation of RMB447,032 ($61,283) remaining mortgage of RMB1,087,250 ($149,049) and the payable to Jin Hao of RMB1,943,457 ($266,424) were removed from the accounts with the excess value of the payable and assumed mortgage over the net book value of the transferred property being recorded as a contribution to capital.

(e)

The notes do not bear interest and have no definite terms of repayment. For 2008, the Company imputed interest of $117,730 based on a 5.5% interest rate which approximates the bank lending rate.

NOTE 11 – LOAN PAYABLE

Loans payable at December 31, 2008 and 2007 consisted of the following:

	December 31		December 31
	2008		2007
Loan Payable	$	703,554	$	658,021

Loan payable is collateralized by all of Hua Yang’s equipment, building and land use right, payable to a financial institution, with interest at 6.696% per annum payable monthly, with principal due May 27, 2007. The loan is currently past due. The Company paid interest through May 20, 2007 and interest accrued through December 31, 2008 was included in accrued interest

NOTE 12 – CURRENT MATURITIES OF NOTE PAYABLE- BANK

Loans payable at December 31, 2008 and 2007 consisted of the following:

	December 31		December 31
	2008		2007
Note Payable-Bank-Current Portion	$	1,465,738	$	1,370,877

Note payable - bank is collateralized by all of Hua Yang’s equipment, building and land use right, and is payable to a financial institution, with interest at 6.696% per annum payable monthly, with RMB5 million (equivalent $667,308) due April 29, 2007 and RMB5 million ($667,308) due April 27, 2008. The note is currently past due for the first principal payment due on April 29, 2007. The Company paid interest through May 20, 2007 and interest accrued through December 30, 2008 was included in accrued interest

As of December 31, 2008, the accrued interest for above Loan Payable and Current Maturities of Note Payable was $304,998.

NOTE 13 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities at December 31, 2007 and 2006, consisted of the following:

	December 31		December 31
	2008		2007
Accrued expenses	$	12,583	$	53,625
Other tax payable		18,242		19,312
Customer deposits		198,522		72,976
Salaries and benefits payable		82,683		72,354
Other payables		853,574		767,169
Deferred income		439,722		246,415
Accrued interest		329,953		86,682
	$	1,935,279	$	1,318,533

40

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 14 – STOCK COMPENSATION PLAN

On May 20, 2005, the Board of Directors adopted the 2005 Non-Qualified Stock Compensation Plan (“the Plan”) under which the Company may grant to employees, officers, directors, attorneys, consultants or other advisers of the Company or affiliated companies the non-statutory stock options and common stock to purchase up to 5,000,000 unissued or reacquired shares of common stock of the Company. The terms of stock option or common stock shall be no longer than ten years from the date of grant and shall terminate: (1) upon termination of employment for cause; (2) twelve months from the date of termination of employment for without cause. The Plan shall be administered by the Board of Directors or the Compensation Committee, when appointed. This Plan shall expire on May 20, 2015, except as to options then outstanding, which shall remain in effect until they have expired or been exercised. For the year ended December 31, 2005, 600,000 shares of common stocks were issued to its employees and 3,000,000 shares of common stocks were issued to consultants. For the year ended December 31, 2006, no options or common stocks were granted under this plan. For the year ended December 31, 2007, 1,400,000 shares of common stocks were issued to its employees. Of the total authorized for issuance at December 31, 2007, all of the 5,000,000 shares were issued and none were available for future issuance.

NOTE 15 – GOVERNMENT SUBSIDY

For the year ended December 31, 2007, the Company received $1,340,835 from the government to offset expenses previously incurred. The Company was entitled to such subsidy due to the fact that it operates in a High-Tech Development Zone. The government grant is to encourage continued research and development activities and is non-refundable and credited to other income upon receipt.

NOTE 16 – INCOME TAXES

Worldwide is registered in the State of Delaware and is subjected to United States of America tax law. Worldwide did not have any taxable income for the years ended December 31, 2008 and 2007 and no provision for income taxes in the United States.

Under the current BVI tax law, Glory Dragon’ income is not subject to taxation.

The Company conducts all of its business through its PRC subsidiaries namely Shaanxi Allied, Daiying, Shaanxi and Hua Yang. All of the Company’s PRC subsidiaries are subjected to PRC’s Enterprise Income Tax governed by the Income Tax Law of the People’s Republic of China (the “PRC Income Tax Law”). Under the PRC Income Tax Law, Shaanxi Allied, as a foreign investment enterprises is exempted from income tax for two years from the first profit making calendar year of operations after offset of accumulated taxable losses, followed by a 50% exemption of income tax for the immediate next three 3 calendar years (“tax holiday”). Shaanxi Allied did not have any taxable income for the years ended December 31, 2008 and 2007 and no provision for income taxes has been made. Daiying is located in Yangling High Tech Zone approved by the relevant PRC tax bureau whereas Daiying is entitled to a preferential tax rate of 15%. The statutory income tax rate for Daiying for relevant periods is 15% prior to December 31, 2007 and 25% as of January 1, 2008 and forward. Shaanxi and Hua Yang, which are local PRC companies are generally subjected to a statutory income tax rate of 33%. The statutory income tax rate for Shaanxi and Hua Yang for relevant periods is 33% prior to December 31, 2007 and 25% as of January 1, 2008 and forward.

The provision for taxes on earnings consisted of:
	December 31,
	2008			2007
Current Income Taxes Expenses:
PRC Enterprised Income Tax	$	-		$	-
United States Federal Income Tax		-			-
Total	$	-		$	-
	December 31,
	2008			2007
Corporate Income Taxes Payable	$	-		$	-
A reconciliation between the income tax computed at the U.S. statutory rate and the
Group's provision for income tax is as follows:
	December 31,
	2008			2007
U.S. statutory rate		34	%		34	%
Foreign income not recognized in the U.S.		-34	%		-34	%
PRC enterprise income tax rate		25	%		33	%
Provision for income tax		25	%		33	%

41

WORLDWIDE BIOTECH & PHARMACEUTICAL COMPANY AND SUBSIDIARIES

December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

NOTE 16 – INCOME TAXES (CONTINUED)

Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes.  No material deferred tax liabilities or assets existed as of December 31, 2008 and 2007.

The tax authority of the PRC Government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises had completed their relevant tax filings, hence the Company’s tax filings may not be finalized.  It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s tax filings which may lead to additional tax liabilities.

NOTE 17 - 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 December 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.

NOTE 18 - 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 December 31, 2008, the Company had no Statutory Surplus Reserve and the Statutory Common Welfare Fund established and segregated in retained earnings. 

42

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On January 5, 2007, the Company engaged Zhong Yi (Hong Kong) C.P.A. Company Limited of 9th Floor, Chinachem Holywood Centre, 1-13 Hollywood Road, Central, Hong Kong, to audit the balance sheet of the Company as of December 31, 2006, and the related consolidated statements of operations, stockholders equity and cash flows for the same period. They have also been engaged to perform reviews of the Company's unaudited quarterly consolidated financial information for quarters ending March 31, June 30, and September 30, 2007. The Company had not consulted with Zhong Yi regarding the application of accounting principles to any contemplated or completed transactions nor the type of audit opinion that might be rendered on the Company's financial statements, and neither written nor oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue.

Most & Company,LLP was dismissed as the Company’s auditor on January 5, 2007.  Most had been the independent registered public accounting firm for and audited the consolidated financial statements of the Company as of December 31, 2005, and reviewed the interim reports of the Company for March 31, June 30 and September 30, 2006.  The reports of Most on the consolidated financial statements of the Company for the past fiscal year contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles except for an explanatory paragraph relating to the Company’s ability to continue as a “going concern.”  In connection with the audits for the most recent fiscal year and in connection with Most’s review of the subsequent interim period though the date of dismissal on January 5, 2007, there have been no disagreements between the Company and Most on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Most, would have caused Most to make reference thereto in their report on the Company’s financial statements for these fiscal years.

Item 9A.   Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer, Wenxia Guo (“CEO”) and Chief Financial Officer, Peiyi Tian (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules, regulations and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

ITEM 9A(T).  Controls and Procedures

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 is effective as of December 31, 2008.

This annual 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 SEC that permit the Company to provide only management's report in this annual report.

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Changes in Internal Controls

During the year ended December 31, 2008 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

(i) Loan payable

Loan payable is collateralized by all of the Hua Yang’s equipment, buildings and land use rights, payable to a financial institution, with interest at 6.696% per annum payable monthly, with principal due May 27, 2007. The loan is currently past due. Total amount of the default was RMB4,937,167 (equivalent to $656,766 at September 30, 2007) including RMB4,800,000 ($640,615) in principal and RMB137,167 ($16,151) in interest as of September 30, 2007.

(ii) Note payable – bank

Note payable - bank is collateralized by all of the Hua Yang’s equipment, buildings and land use rights, and is a long-term note payable to the same financial institution, with interest at 6.696% per annum payable monthly, with RMB5 million (equivalent $667,307 at September 30, 2007) due April 29, 2007 and RMB5 million ($667,308) due April 27, 2008. The note is currently past due for the first principal payment due on April 29, 2007. Total amount of the default was RMB10,285,764 ($1,368,263) including RMB10 million ($1,334,615) in principal and RMB285,764 ($33,648) in interest as of September 30, 2007.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth the names, ages and positions of our executive officers and directors as of the date of this filing:

Name	Age	Position
Wenxia Guo	41	President, CEO and Director
Peiyi Tian	42	Senior Vice President, CFO, Treasurer and Director
Xiaohong Bai	44	Vice President of Production
Huimin Zhang	57	Director

The officers and directors shall serve until replaced by a vote of the majority of the shareholders.  Officers shall serve until removed by the directors.

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Background of Directors and Officers

Ms. Wenxia Guo, President, CEO and Director. Winner of “National Labor Medal.” Ms. Guo is a law major graduate from the Education Institute of Xi’an Jiao-Tong University. Since 1990, she has set up five pharmaceutical companies successfully and made great achievement on medicine production, distribution, management and development. She has almost 20 years of business experience. She has connections with the Singapore Pharmaceutical Commerce Committee, Hong Kong Commerce Committee and similar committees in other south-east Asian countries. All of this background provides a solid basis for international business development. She currently holds many important organization positions, such as Director of Project Review Department of Chinese Primary Healthcare Foundation, member of the Financial and Economic Committee of Chinese Peasants and Workers Democratic Party, member of Shaaxi Provincial Committee of the Chinese People’s Political Consultative Conference, Standing Member of Industrial and Commercial Union of Shaanxi Province, Vice Chairman of Committee of Yangling Demonstration Zone of the Chinese People’s Political Consultative Conference, Vice Chairman of Medical & Pharmaceutical Union of Shaaxi Province, Vice Chairman, Woman’s Union of Yangling Demonstration Zone. In 1999, she successfully founded Yangling Daiying Biotech & Pharmaceutical Group Co., Ltd.  The successful development of new HCV products helped the Company transition from a development-stage company to a comprehensive pharmaceutical company with research, production and distributions of biomedical products.  In August 2003, Ms. Guo was awarded with “National Best Professional Woman” and Hu Jintao, the President of China, gave her the medal in person.

Mr. Peiyi Tian, Senior Vice President, CFO, Treasurer and Director.  Mr. Tian, certified accountant, held various accountant positions in a series of government organizations between 1982 and 1991.  He served as a financial officer in a couple of public companies in China. Mr. Tian brings his over twenty-years of financial experience to the Company. He is very familiar with company’s financial management and funding activities. He is very knowledgeable about financial models for public companies in China and the U.S.  He helped the Company finish its initial funding for its HCV projects, and participated in large asset and equity mergers.

Mr. Xiaohong Bai, VP of Production. Mr. Bai graduated from the Pharmaceutical Department of Shaanxi Traditional Chinese Medicine Institute.  Mr. Bai brings to our company over 26 years of drug manufacturing experience and over 6 years management experience at pharmaceutical companies.  Mr. Bai worked in several pharmaceutical companies and his positions included chief engineer, production manager, and chief executive officer, among others. He has expert knowledge in various capacities of manufacturing of different dosage forms of Chinese and synthetic medicines, production and technology management, development of new medicines. He has extensive GMP-compliant pharmaceutical production and production management experience.  He was appointed as Chief Engineer of Hunan Hua Yang Pharmaceutical Co., Ltd. and was appointed as VP of production of the Company in 2006.

Ms. Huimin Zhang, Director.  She has been independent director of Shaanxi Sai De Sci-Tech Co., Ltd. since 2003.  From 2001 to 2003, she was CFO, Deputy General Manager and General Manager of Shandong Subsidiary of Shaanxi Qin Peng Sci-tech Co. Ltd. From 1990 to 2000 she was director of Sci-Tech Division of Shaanxi Provincial Office of the Second Light Industry.

Family Relationships

There are no familial relationships between our officers and directors.

Meetings of Our Board of Directors

The Registrant’s Board of Directors held 4 meetings during the fiscal year ended December 31, 2008.

The Registrant’s Board of Directors held 6 meetings during the fiscal year ended December 31, 2007.

Board Committees

Audit Committee. The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

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Compensation Committee. The Company intends to establish a compensation committee of the Board of Directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.

Limitation of Liability of Directors

The laws of the State of Delaware and the Company's By-laws provide for indemnification of the Company's directors for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful.

The Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Significant Employees

Other than the directors and officer described above, we do not expect any other individuals to make a significant contribution to our business.

Involvement in Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

Ÿ any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Ÿ any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Ÿ being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

Ÿ being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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Code of Ethics

The Company has adopted a code of ethics for all of the employees, directors and officers, a copy of which is included as Exhibit 14.1 to our Form 8-K filed on July 7, 2004.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2008. The Company believes that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

Item 11. Executive Compensation

Compensation Discussion and Analysis

We maintain a peer-based executive compensation program comprised of fixed and performance variable elements. The design and operation of the program reflect the following objectives:

- Recruiting and retaining talented leadership.

- Implementing measurable performance targets.

- Correlating compensation directly with shareowner value.

- Emphasizing performance based compensation, progressively weighted with seniority level.

- Adherence to high ethical, safety and leadership standards.

Designing a Competitive Compensation Package

Recruitment and retention of leadership to manage our Company requires a competitive compensation package. Our Board of Directors emphasizes (i) fixed compensation elements of base salary that compare with our compensation peer group of companies, and (ii) variable compensation contingent on above-target performance. The compensation peer group consists of those companies in the Guangdong region that we deem to compete with our Company for executive talent. Individual compensation will vary depending on factors such as performance, job scope, abilities, tenure, and retention risk.

Fixed Compensation

The principal element of fixed compensation not directly linked to performance targets is based salary. We target the value of fixed compensation generally at the median of our compensation peer group to facilitate a competitive recruitment and retention strategy.

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Incentive Compensation

Our incentive compensation programs are linked directly to earnings growth, cash flow, and total shareowner return. Annual bonuses are tied to the current year’s performance of our company. Restrictive stock awards are tied to an individual’s success in exceeding targeted results set by management.

The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during the fiscal years 2008, 2007 and 2006 by those persons who served as Chief Executive Officer and Chief Financial Officer, and any Named Executive Officer who received compensation in excess of US$100,000 during such years.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation	All Other Compensation	Total
Wenxia Guo President, CEO, Director	2008 2007 2006	9,314 6,789 2,571	-- -- 6,648	-- -- --	-- -- --	-- -- --	-- -- --	-- -- --	9,314 6,789 9,219
Peiyi Tian CFO	2008 2007 2006	7,762 -- --	-- -- --	-- -- --	-- -- --	-- -- --	-- -- --	-- -- --	7,762 -- --

The above amounts are reflected in U.S. Dollars.

Option Grants in Last Fiscal Year

During the fiscal year ending December 31, 2008, no executive officer or director was granted options to purchase shares of common stock.

During the fiscal year ending December 31, 2008, no executive officer or director exercised any options to purchase shares of common stock, and as of December 31, 2008, no executive, officer or director possessed any options to purchase shares of common stock.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Employment Agreements

Our executives do not have the typical employment agreements that specify compensation or length of employment. These matters are left to the discretion of the Board of Directors and the employee. At present, there are no employment contracts with any of our executives.

Equity Compensation Plan

The Company currently does not have any equity compensation plans.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

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Compensation of Directors

In 2008, directors were paid a fee of $1,259 individually for serving on the board.

Change of Control

As of December 31, 2008 we had no pension plans or compensatory plans or other arrangements which provide compensation on the event of termination of employment or change in control of us.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of December 31, 2008, the stock ownership of all persons known to beneficially own five percent or more of the Company's Common Stock and all directors and officers of the Company, individually and as a group. Each person has sole voting and investment power over the shares indicated, except as may be noted.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 31, 2008 by: (i) each of our directors, (ii) each of our named executive officers and (iii) owners of 5% or more of our common shares. There was no other person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. The Company believes that unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares beneficially owned.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned(1)		Percent of Voting Power(2)
	Other Principal Stockholders (5%)
Common	Xi’an Jin Hao Sci-Tech Investment Management Co., Ltd. Fengye New-city, Jiezou Ming Yuan, B5-70201, Hi-tech District, Xi’an, Shaanxi, China		5,376,000		15.9	%
Common	Coast to Coast Equity Group, Inc. 9040 Town Center Parkway Bradenton, FL  34202		3,594,876		6.7	%
Common	Shaanxi Da Ze Movie & T.V. Cultural Ad Spreading Co., Ltd. 70 Xiying Rd, Xi’an, Shaanxi, China		2,800,000		5.2	%
Common	Liu Qiuling Nanchang Rd. Bld. 17, Apt # 309, Shaanxi, China		2,688,000		5.0	%
Common	Zeng Fu Lee Tongguan Rd., Tongyunsi Complex, Apt # 406, Tong Chuan, Shaanxi, China		2,688,000		5.0	%
	Directors and Executive Officers
	Wenxia Guo President, CEO and Director 16 Weiyi Rd., Yangling Demonstration Zone, Shaanxi, China		8,601,600		15.9	%
	Officers and Directors as a Group (1 person)		8,601,600		15.9	%

(1)   Except as otherwise indicated, the shares are owned of record and beneficially by the persons named in the table.

(2)   Based on 53,915,653 shares of common stock issued and outstanding.

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Item 13.  Certain Relationships, Related Transactions and Director Independence

None.

Director Independence

Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we will develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Item 14.  Principal Accounting Fees and Services

Fees Billed For Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered by the accounting firms of Li & Company, PC, and Kempisty & Company, Certified Public Accountants, P.C., our current independent auditor, and all fees billed for other services rendered by the said firms during those periods.

Year Ended December 31	2008		2007
Audit Fees (1)	$	50,000	$	47,000
Audit-Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total Accounting Fees and Services	$	50,000	$	47,000

(1)	Audit Fee. These are fees for professional services for the audit of the Company's annual financial statements, and for the review of the financial statements included in the Company's filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)	Audit-Related Fee. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company's financial statements.
(3)	Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
(4)	All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Pre-Approval Policy for Audit and Non-Audit Services

The Company implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our Board of Directors, performing the duties of the Audit Committee, reviews all audit and non-audit related fees at least annually. The Board of Directors as the Audit Committee pre-approved all audit related services in the year ended December 31, 2008.

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) (1) Financial Statements

See “Index to Consolidated Financial Statements” set forth on page 23.

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(a) (2) Financial Statement Schedules

None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

(a) (3) Exhibits

Exhibit Number	Exhibit Description
3.1	Restated Certificate of Incorporation (1)
3.2	Certificate of Renewal, Restoration and Revival of Certificate of Incorporation (1)
3.3	By-laws of the Company (1)
10.1	Assets Repay Debt Agreement (2)
14.1	Code of Ethics (3)
16.1	Letter on change of certified accountant (4)
21	List of Subsidiaries *
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

* Filed herewith.

(1) Included as an exhibit to our Form 8-K filed with the Commission on August 8, 2003.

(2) Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.

(3) Incorporated by reference to Exhibit 14.1 of our Form 8-K filed on July 7, 2004.

(4) Incorporated by reference to Exhibit 16.1 of our Form 8-K filed on June 27, 2008.

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SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Worldwide Biotech & Pharmaceutical Company
Date: March 31, 2009	By:	/s/ Wenxia Guo
		Wenxia Guo
		Chief Executive Officer, Director

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ Wenxia Guo	Chief Executive Officer, Director (Principal Executive Officer)	March 31, 2009
Wenxia Guo
/s/ Peiyi Tian	VP, Treasurer, Chief Financial Officer, Director (Principal Financial and Accounting Officer)	March 31, 2009
Peiyi Tian
/s/ Huimin Zhang	Director	March 31, 2009
Huimin Zhang

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