As filed with the Securities and Exchange Commission on October 28, 2003
                          Registration No. 333-________


                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMIS32SION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933



                       WORLDTEQ GROUP INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



                Nevada                                      03-7392107
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)



                          30 West Gude Drive, Suite 470
                               Rockville, MD 20850
          (Address of principal executive offices, including zip code)


                  Worldteq Individual Employee Stock Plans 2003
                            (Full title of the Plan)


                                Jeffrey Lieberman
                    Senior Vice President and General Counsel
                       Worldteq Group International, Inc.
                          30 West Gude Drive, Suite 470

             (Name and address of agent for service) (240) 403-2000
          (Telephone number, including area code, of agent for service)


     This Registration  Statement shall become effective immediately upon filing
with  the  Securities  and  Exchange  Commission  and  sales  of the  registered
securities  will begin as soon as reasonably  practicable  after such  effective
date.





                         CALCULATION OF REGISTRATION FEE


    Title of Securities to be         Amount to be     Offering Price per       Aggregate           Amount of
            Registered               Registered(1)            Share         Offering Price(2)   Registration Fee
                                                                                     
Worldteq Individual Employee
Stock Plans 2003

Common Stock                        3,000,000 Shares     $0.08              $240,000.00          $19.42

Aggregate Filing Fee: $19.42


(1) This  Registration  Statement  shall  also  cover any  additional  shares of
Registrant's  Common Stock which become  issuable  under the Worlteq  Individual
Employee   Stock  Plans  by  reason  of  any  stock   dividend,   stock   split,
recapitalization or other similar transaction  effected without the Registrant's
receipt  of  consideration  which  results in an  increase  in the number of the
outstanding shares of Registrant's Common Stock.

2)  Calculated  solely  for  purposes  of  this  offering  under  Rule 457(h) of
the Securities Act of 1933, as amended,  on the basis of the average of the high
and low selling prices per share of  Registrant's  Common Stock on October 24,
2003 as reported by the OTC Bulletin Board.




                                     PART II

               Information Required in the Registration Statement


Item 3. Incorporation of Documents by Reference


     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission ("SEC"):


(a)       The Registrant's Annual Report on Form 10-KSB/A for the fiscal year
          ended December 31, 2002, filed with the SEC on May 12, 2003;

(b)       The Registrant's Quarterly Report on Form 10-QSB for the period ending
          March 31,2003 filed with the SEC on May 20, 2003;

(c)       The Registrant's Quarterly Report on Form 10-QSB for the period ending
          June 30, 2003 filed with the SEC on August 22, 2003;



(d)       The Registrant's Registration Statement No.000-27243 on Form 10SB12G/A
          filed with the SEC on March 3, 2000 pursuant to Section 12 of the
          Securities Exchange Act of 1934 (the "1934 Act"), which describes the
          terms, rights and provisions applicable to the Registrant's
          outstanding Common Stock.

     All reports and definitive  proxy or information  statements filed pursuant
to  Section  13(a),  13(c),  14 or 15(d) of the 1934 Act  after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.


Item 4. Description of Securities


        Not Applicable.


Item 5. Interests of Named Experts and Counsel


        None.


Item 6. Indemnification of Directors and Officers


     Under Nevada  Corporate  Law, the  Registrant has broad powers to indemnify
its  directors  and  officers  against   liabilities  they  may  incur  in  such
capacities,  including  liabilities under the Securities Act of 1933, as amended
(the "1933  Act").  The  Registrant's  Bylaws (the  "Bylaws")  provide  that the
Registrant  shall  indemnify  its  directors  and  officers  if such  officer or
director acted (i) in good faith, (ii) in a manner reasonably  believed to be in
or not opposed to the best interests of the  Registrant,  and (iii) with respect
to any criminal  action or proceeding,  had no reasonable  cause to believe such
conduct was unlawful.  The Registrant  believes that  indemnification  under its
Bylaws  covers  at least  negligence  and gross  negligence,  and  requires  the
Registrant to advance litigation expenses in the case of stockholder  derivative
actions or other  actions,  against an undertaking by the directors and officers
to repay such advances if it is ultimately  determined  that the director is not
entitled to  indemnification.  The Bylaws further provide that rights  conferred
under such Bylaws  shall not be deemed to be  exclusive  of any other right such
persons  may have or  acquire  under  any  agreement,  vote of  stockholders  or
disinterested directors, or otherwise.



     In addition,  the Registrant's  Articles of Incorporation (the "Articles of
Incorporation")  provides  that,  pursuant to Nevada law,  none of its directors
shall be liable for monetary  damages for breach of his or her fiduciary duty of
care to the Registrant and its  stockholders.  This provision in the Articles of
Incorporation   does  not  eliminate  the  duty  of  care,  and  in  appropriate
circumstances   equitable   remedies  such  as  injunctive  or  other  forms  of
non-monetary  relief will remain  available under Nevada law. In addition,  each
director will  continue to be subject to liability for breach of the  director's
duty of loyalty to the  Registrant  for acts or  omissions  not in good faith or
involving  intentional  misconduct,  for knowing  violations of law, for actions
leading  to  improper  personal  benefit  to the  director,  and for  payment of
dividends  or approval of stock  repurchases  or  redemptions  that are unlawful
under   Nevada  law.   The   provision   also  does  not  affect  a   director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal  environmental  laws.  The  Articles of  Incorporation  further
provides that the Registrant  shall  indemnify its directors and officers to the
fullest  extent  permitted  by  law  and  requires  the  Registrant  to  advance
litigation  expenses  in the case of  stockholder  derivative  actions  or other
actions,  against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification.  The
Articles  of  Incorporation  also  provides  that  rights  conferred  under such
Articles of Incorporation shall not be deemed to be exclusive of any other right
such  persons  may  have  or  acquire   under  any  statute,   the  Articles  of
Incorporation,  the Bylaws,  agreement,  vote of stockholders  or  disinterested
directors, or otherwise.



     The Registrant has obtained a liability  insurance  policy for the officers
and directors that, subject to certain limitations,  terms and conditions,  will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.

     In addition,  the Registrant  has entered into  agreements to indemnify its
directors  and  certain  of its  officers  in  addition  to the  indemnification
provided  for in the Articles of  Incorporation  and Bylaws.  These  agreements,
among other  things,  indemnify  the  Registrant's  directors and certain of its
officers for certain expenses (including attorneys fees),  judgments,  fines and
settlement  amounts  incurred  by  such  person  in any  action  or  proceeding,
including  any  action  by or in the  right of the  Registrant,  on  account  of
services as a director or officer of the  Registrant or as a director or officer
of any  subsidiary of the  Registrant,  or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.


Item 7. Exemption from Registration Claimed


        Not Applicable.



Item 8. Exhibits


Exhibit
Number         Exhibit

4.1            Instruments Defining the Rights of Stockholders. Reference is
               made to Registrant's Registration Statement No. 000-27243 on
               Form 10SB12G/A, which is incorporated herein by reference
               pursuant to Item 3(d).

5.1            Opinion and consent of Jonathan Ram Dariyanani, Esq.

23.1           Consent of Independent Accountants.

23.2           Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
               5.1)

24.1           Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.

99.1           Worldteq Individual Employee Stock Plan 2003


Item 9. Undertakings.


     A. The undersigned  Registrant hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide  offering  thereof and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being  registered  which remain unsold at the  termination  of the  Registrant's
Worldteq Individual Employee Stock Plan 2003.

     B. The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as  indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that, in the opinion of the SEC, such  indemnification is against public



policy as expressed in the 1933 Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.




                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S-8,  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Rockville,  State of Maryland on this 28thday of
October, 2003.


                                         WORLDTEQ GROUP INTERNATIONAL, INC.

                                         (Registrant)

                                         By:  /s/ JEFFREY LIEBERMAN

                                         Jeffrey Lieberman
                                         President, CEO and Director


                                POWER OF ATTORNEY


                       KNOW ALL PERSONS BY THESE PRESENTS:


     That  the   undersigned   officers   and   directors   of  Worldteq   Group
International,  Inc., a Nevada  corporation,  do hereby  constitute  and appoint
Jeffrey Lieberman and Timothy Carnahan each of them, the lawful attorneys-in-
fact and agents with full power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required  to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations  or  requirements  of the  Securities and Exchange  Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
that all said attorneys and agents,  or any one of them, shall do or cause to be
done by  virtue  hereof.  This  Power  of  Attorney  may be  signed  in  several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.


     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.



Signature                   Title                              Date
/s/ JEFFREY LIEBERMAN       President and Chief Executive      October 22, 2003
----------------------      Officer and Director (Principal
Jeffrey Lieberman           Financial and Accounting Officer)

Jeffrey Lieberman           (Principal Executive Officer)
/s/ TIMOTHY CARNAHAN         Director                          October 22, 2003
----------------------
Timothy Carnahan



                       SECURITIES AND EXCHANGE COMMISSION


                                WASHINGTON, D.C.




                                    EXHIBITS


                                       TO


                                    FORM S-8


                                      UNDER


                             SECURITIES ACT OF 1933




                       WORLDTEQ GROUP INTERNATIONAL, INC.




                                 EXHIBITS INDEX



Exhibit
Number         Exhibit

4.1            Instruments Defining the Rights of Stockholders. Reference is
               made to Registrant's Registration Statement No. 000-27243 on
               Form 10SB12G/A, which is incorporated herein by reference
               pursuant to Item 3(d).

5.1            Opinion and consent of Jonathan Ram Dariyanani, Esq.

23.1           Consent of Independent Accountants.

23.2           Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
               5.1)

24.1           Power of Attorney. Reference is made to page II-4 of this
               Registration Statement.

99.1           Worldteq Individual Employee Stock Plan 2003