UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB
                                   (Mark One)

     {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004
                                       OR


     {_} TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                        For the transition period from to
                            Commission File No. 000-

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

          =============================================================

           Nevada                                               03-7392107
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


30 West Gude Drive, Rockville, Maryland                            20850
 (Address of principal executive offices)                    (Zip/Postal Code)


                                 (888) 263-7776
                               (Telephone Number)
                              -------------------

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

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date. There were 33,706,190 common stock
shares, par value $0.001, as of April 7, 2004.



Note Regarding FORWARD-LOOKING STATEMENTS

In addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.

The forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.

WorldTeq Group International, Inc. undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. Factors that could cause actual results or conditions to
differ from those anticipated by these and other forward-looking statements
include those more fully described in the "Risk Factors" section of the
Company's Registration Statement filed with the Securities and Exchange
Commission (the "SEC") on April 20, 2004 on Form 10KSB.  In addition, readers
should carefully review the risk factors described in other documents the
Company files from time to time with the Securities and Exchange Commission.

                                     Part I
                              Financial Information

Item 1. Financial Statement

In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments necessary for a fair
presentation of the results of operations for the periods presented. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.



           ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION


               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  June 31, 2004
                                   (unaudited)
                                   -----------

Assets

Current Assets:
      Restricted Cash                                $     31,807
      Accounts Receivable                                  72,865
      Other Current Assets                                  5,121

                                                     -------------
         Total current assets                             109,793
                                                     -------------


Equipment, net                                              9,894

Customer base                                              44,792

                                                     -------------
Total assets                                         $    164,479
                                                     =============

Current Liabilities
      Convertible note payable to stockholder        $    147,478
      Convertible note payable                             45,142
      Accounts Payable                                    222,845
      Accrued expenses                                     36,532
                                                     -------------
        Total current liabilities                         451,997
                                                     -------------

Commitments and contingencies

Stockholders' Deficit
      Convertible preferred stock, $.001 par value,
        5,000,000 shares authorized, 911,553 shares
        issued and outstanding                                911
      Common stock, $.001 par value, 100,000,000
        shares authorized, 31,705,746 shares issued
        and outstanding                                    32,706
      Paid in capital                                  21,293,542
      Retained deficit                                (21,614,677)
                                                     -------------
      Total stockholders' deficit                        (287,518)

                                                     -------------
Total liabilities and stockholders' deficit          $    164,479
                                                     =============





                             WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                    -------------------------------------
                                                 (unaudited)
                                                 -----------

                                                     Three Months Ended                Six Months Ended
                                                          June 30,                        June 30,
                                               ------------------------------  ------------------------------
                                                    2004            2003            2004            2003
                                               --------------  --------------  --------------  --------------
                                                                                   

Sales                                          $     106,398   $     208,401   $     223,938   $     590,845

Cost of Sales                                         78,689         104,970   $     161,381   $     314,030
                                               --------------  --------------  --------------  --------------
  Gross profit                                        27,709         103,431          62,557         276,815

Selling, general and administrative expenses         188,681         126,328         503,110         436,539
                                               --------------  --------------  --------------  --------------

  Income (loss) from operations                     (160,973)        (22,897)       (440,553)       (159,724)

Interest Expense                                       2,850           9,706           5,738          19,412

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

Net income (loss)                              $    (163,823)  $     (32,603)       (446,291)       (179,136)
                                               ==============  ==============  ==============  ==============
Basic and diluted income (loss) per share:     $       (0.00)  $       (0.00)  $       (0.01)  $       (0.01)
                                               ==============  ==============  ==============  ==============

Weighted Average Shares Outstanding               32,539,523      21,630,000      31,408,042      21,630,000
                                               ==============  ==============  ==============  ==============




               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS CASH FLOWS
                       ----------------------------------
                                   (unaudited)
                                   -----------


                                                   Six Months Ended
                                                        June 30,
                                                ------------------------
Cash Flows Used in Operating Activities            2004         2003
                                                ------------------------

Net Income (Loss)                               $ (446,291)  $ (179,136)
Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
   Depreciation and amortization                    15,189       53,485
   Stock For Services                              180,000
   Stock option expense                            220,000            -
   Change in:
     Accounts Receivable                           (40,635)      37,754
     Other Current Assets                           (4,573)         289
     Accounts Payable                              (27,081)     (19,373)
     Accrued Expenses                                    -      (8,281)
     Deferred Revenue                                    -          -

                                                -----------  -----------
Net Cash Used In Operating Activities             (103,391)    (115,263)
                                                -----------  -----------

Cash Flows Used In Investing Activities
    Purchases of customer base                     (54,609)           -
                                                -----------  -----------

Cash Flows Provided By Financing Activities
    Proceeds from shareholder note payable               -       87,830
    Exercise of stock options                      100,000            -
    Payments on note payable                        (2,000)      (2,567)
    Stock Issued For Cash                           60,000
                                                -----------  -----------
Net cash from financing activities                 158,000       85,263
                                                -----------  -----------

Net Change in Cash                                       -      (30,000)
Cash - beginning of year                            31,807       85,000
                                                -----------  -----------

Cash - End of Quarter                           $   31,807   $   55,000
                                                ===========  ===========

Non Cash Financince Activities                               -----------
Liabilities assumed by Net World Acquiror                    $  352,560
                                                             ===========



               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                 June 30, 2004
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  interim  financial  statements  and  summarized  notes included herein were
prepared  in  accordance  with  accounting  principals generally accepted in the
United  States  of  America for interim financial information, pursuant to rules
and  regulations  of  the  Securities  and Exchange Commission.  Because certain
information  and  notes  normally  included  in  complete  financial  statements
prepared  in  accordance  with  accounting  principals generally accepted in the
United  States  of  America were condensed or omitted pursuant to such rules and
regulations,  it  is  suggested  that  these  financial  statements  be  read in
conjunction  with  the  Consolidated Financial Statements and the Notes thereto,
included  in  Worldteq's  Report  10KSB-A  filed  May  18,  2004.  These interim
financial  statements  and notes hereto reflect all adjustments that are, in the
opinion of management, necessary for a fair statement of results for the interim
periods presented. Such financial results should not be construed as necessarily
indicative  of  future  results.


STOCK BASED COMPENSATION:

The  Company  accounts  for  its  employee  stock-based compensation plans under
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to  Employees.  Worldteq  granted options to purchase 2,350,000 shares of common
stock  to  two  employees  during  the  three  months ending March 31, 2004. All
options  begin  vesting six months after the date issued, February 25, 2004, and
vest  1/36  each  month thereafter, have an exercise price of $.13 per share and
expire  10  years  from  the  date  of  grant.

The following table illustrates the effect on net loss and net loss per share if
Worldteq  had  applied  the  fair  value  provisions  of FASB Statement No. 123,
Accounting  for  Stock-Based Compensation, to stock-based employee compensation.


                                            Six Months Ended
                                                June 31,
                                        ------------------------
                                           2004         2003
                                        -----------  -----------

Net loss available to common            $ (446,291)  $ (146,533)
  stockholders, as reported

Less:  stock based compensation
       determined under fair value
       based method                              -            -
                                        -----------  -----------

  Pro forma net loss                    $ (446,291)  $ (146,533)
                                        ===========  ===========

  Basic and diluted net loss per share
      As reported                       $    (0.01)  $    (0.01)
                                        ===========  ===========
      Pro forma                         $    (0.01)  $    (0.01)
                                        ===========  ===========



NOTE 2 - COMMON STOCK

During  the  three months ended March 31, 2004, Worldteq issued 2,000,000 shares
of common stock to consultants resulting in $220,000 of expense. The expense was
calculated using the black scholes pricing model with the following assumptions:
Volatility  of  161%,  1  year  life,  0% dividend yield and a 3% discount rate.

During  the  quarter  ended  March  31,  2004,  preferred stockholders converted
144,000  shares  of  preferred  stock  into  144,000  shares  of  common  stock.

During  the  quarter  ended  June 30, 2004, Worldteq issued 1,000,000 shares for
$60,000  in  cash.  On  the  issue  date,  shares  were  trading  at  $.24.  The
difference  in  price  created an additional expense to the company of $180,000.

NOTE 3 - PURCHASES

During the three months ended March 31, 2004, Worldteq purchased a customer base
from  a  third party for $50,000 cash. The customer base is being amortized over
48  months.  During  the  three  months  ended June 30, 2004, Worldteq purchased
equipment  for  $4,609.  The  equipment  is  being  depreciated  over 36 months.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The  following discussion and analysis of the financial condition and results of
operations  should be read in conjunction with the financial statements, related
notes,  and  other  detailed  information included elsewhere in this Form 10QSB.
Certain  information contained below and elsewhere in this Form 10QSB, including
information  regarding  our  plans  and  strategy  for  our  business,  are
forward-looking  statements.  See  "Note  Regarding Forward-Looking Statements."

Our  business  plan for the next twelve months is to demonstrate the efficacy of
our  product  candidate  in  animal  models. It is necessary for us to establish
evidence  of  efficacy  of  our  approach  in  order  to  advance  to subsequent
milestones.

OVERVIEW

The  Company is a switch-less and facilities-based provider of Internet protocol
and  traditional  fiber-based communications services, including voice and data,
along  with  toll  free  and  related services. We market our services to groups
specializing in specific ethnic demographics, residential communities located in
major  metropolitan  areas,  associations,  network marketing organizations, and
multi-level-marketing  organizations  (MLM's).  Our  goal is to become a leading
provider  of  payroll services and communication services, including voice, data
and  Internet  services  to  our  targeted  markets,  comprised  of  affinity
communities.  We  provide  our  services  through  a  flexible network of owned,
contracted  facilities  and  resale  arrangements.  We have an extensive network
available  to  us of IP gateways, international gateways, and domestic switches.

Through our subsidiary WorldTeq Corporation we provide agents, associations, and
businesses  with  opportunities  to  generate  revenues  by  supplying  those
associations,  individuals,  and  businesses  with  Internet  technology  and
communications  solutions  and  services.  Our  products and services enable the
agents  and  affinity  groups  to  offer  their  members, customers and others a
variety  of  revenue  producing  solutions  and  services  without  making large
investments  in  technology, infrastructure or staff. The principal products and
services  which  we  offer  are:

          -    Long  Distance  Service
          -    Toll  Free  Products
          -    Financial  Services  /  Corporate  Payroll  Solutions
          -    Billing  Services
          -    Web  site  creation  and  design;  and
          -    Web  site  hosting.



RECENT DEVELOPMENTS

During the second quarter of 2004, while WorldTeq has been continuing to develop
MonEcard,  now  called BanqueCard, for payroll services, the company has shifted
gears  and has begun to develop a new online service, MundoTeq.com. MundoTeq.com
is  being  developed  as one of the first all Spanish web portals. MundoTeq will
strive  to  be the preeminent gateway to the Spanish language Hispanic Internet.
We are striving to make this a place where all Spanish-speaking residents of the
U.S.  can  get  news,  entertainment,  shopping  and much more! Some of the free
services  all  in  Spanish  language  will  include:

          -    International news service from Southern, Central, Latin American
               countries
          -    Chat  Rooms
          -    Dating  Services
          -    Classifieds
          -    Search  Capabilities
          -    Childrens  content
          -    And  more

The  biggest benefit that users will find at MundoTeq.com are specially designed
services  created  just  for  the MundoTeq community. The BanqueCard debit card,
Internet  access,  calling cards, prepay cell phones and more will be offered at
very  low  rates  with all components such as, online signup forms, billing, and
customer  service  all  in  Spanish  language!

While  the  company will continue to develop and attempt to add retail customers
to  its telecommunications product lines we are expecting the majority of growth
and future revenues, especially in 2005, to be generated by the MundoTeq portal.
While  growth  of  our  retail  telecommunications division has been slower then
expected,  due  to most of the company's resources being used on the development
of  MundoTeq,  the company is growing its wholesale telecommunications division.
The  previously  released  announcement of a special toll free service deal that
was  made  in  June  of  2004  is  completely underway. The customer has already
ordered  7,000 toll free numbers, 2,000 more then originally expected, as of the
date  of  this  filing. We have just started seeing traffic being generated from
these  toll  free  numbers as of August 7th, 2004. During the 4th quarter we are
expecting  to exceed our original monthly income projection of $50,000 per month
for  this one account. Through the company's wholesale division we are currently
in  negotiation  to  bring on CLEC's (competitive local phone companies) to sell
our  long  distance  and  toll  free  products  directly  to  their  clients

FINANCIAL CONDITION

We  have limited financial resources after our restructuring. We have eliminated
non-productive  assets  and pared down our workforce to reduce overhead, we sold
one  of  our  subsidiaries  which  reduced  our debt by nearly $400,000. We have
little  long-term debt. Although our operating cash flow was negative during the
first  quarter  of  2004, we believe it may be positive for the year, because of
the  profits  being  spent on the development of MundoTeq. We raised $100,000 of
capital  through  the  exercise  of  warrants  in  Q2 of 2004, which was used to
greatly  reduce  both  long and short-term debts during WorldTeq's restructuring
phase  and  to  begin  funding  the  development  of  WorldTeq

RESULTS OF OPERATIONS

Total sales for the second quarter 2004 was $106,398 as compared to $208,401 for
the  quarter  ended  June  30, 2003, a 49% decrease. This was largely due to the
sale  of  Networld  Online which included the reorganization of the company that
included the discontinuation of unprofitable business segments, such as parts of
the  wholesale telecommunications business. The company concentrated its efforts
during  the  first  two  quarters of the year on developing the MundoTeq portal.
Additionally,  we spent that latter part of the second quarter negotiating for a
new  wholesale account that is expected to bring in over $50,000 in new revenues
per  month  at a minimum margin of 12%. Due to the aggressive pricing awarded to
us  from  our  vendor  to  make this sale possible we have created new toll free
plans  and  refocused  our  sales  efforts  to  aggressively  quote new business
customers.

Our net loss for the quarter ending June 30, 2004 was $163,823 or less then $.01
per  share,  as  compared to $32,604 for the same period in 2003, an increase of
65%  over  the  period  ending  June,



2003. However, our net loss of $100,973 for the quarter ending June 30, 2004 was
almost  150%  less  then  the net loss incurred during the first quarter of 2004

Selling,  general  and  administrative expenses for the second quarter of fiscal
2004  were $188,681 as compared to $126,328 for the same quarter in fiscal 2003.
Some  of  the  increase  is  due  to  non-cash  stock  compensation.

We do anticipate a continued increase in SGA expenses in 2004 due to the fact we
are  launching  MundoTeq  during the end of the 3rd quarter of 2004. While costs
will  be  kept  to  a  minimum  because  of  our  back office automation, we are
expecting  additional  costs with our new MundoTeq site. These new costs will be
directly related to new revenues in the 4th Quarter of 2004 and throughout 2005.

Cost  of  sales for the second quarter of fiscal 2004 was $78,689 as compared to
$104,970 for the same quarter in fiscal 2003. This decrease of 20% was primarily
attributable  to efficiencies in our sales organization, but also slightly lower
sales.

Interest  expense  during  the quarter dropped by 70% to $2,850 and depreciation
expense dropped 70% and totaled $15,189 for the 6-month period ending June 30th,
2004  as  compared  to  $53,484  for  the  same  period  during  2003.

LIQUIDITY AND CAPITAL RESOURCES

Net  cash  used in operating activities for the period ended June 30th, 2004 and
2003  was  $103,391  and $115,263 respectively, this in part due to the expenses
for the development of MundoTeq.  As of June 30, 2004, we had restricted cash of
$31,807.  Net  cash  used  in operating activities for the period ended June 30,
2004  was  primarily the result of a net loss and a decrease in accounts payable
offset  by  recognition  of  deferred  offering  costs

The  Company,  at  June 30th, 2004 and Year End of 2003, respectively, had total
assets of approximately $164,479 and $64,036. The increase in assets is directly
related  to  current  accounts  receivables  as  of  June  30th,  2004.

We  believe  that,  based  on  current activities of developing MundoTeq and its
upcoming  launch  and  the recent acquisition of a large wholesale project, cash
from operations will begin to meet the development goals of the Company in 2004,
although we can give no assurances. A significant increase in activities, either
billable  work  or  work  related  to  new  product  development,  will  require
additional  resources,  which  we  may  not  be  able  to fund through cash from
operations.  In  circumstances where resources will be insufficient, the Company
will  look  to  other  sources  of  financing,  including  debt  and/or  equity
investments.

To  meet our growth expectations, we anticipate that we will need to add up to 6
to  8  additional  employees in the areas of sales, marketing, and sales support
over  the  next  twelve  months,  especially  for  the support of MundoTeq as it
continues  to  grow after it's launch. We will be investing slightly in our back
office infrastructure such as servers, office equipment, and software to sustain
our  growth  projections  for  the  next  2 years for MundoTeq, and based on the
infrastructure  need  for  current  product  offerings.

Off-Balance Sheet Arrangements
------------------------------

The Company does not have any off-balance sheet arrangements with any party.

Critical Accounting Estimates
-----------------------------

There  have  been  no  material  changes  in our critical accounting policies or
critical accounting estimates since XXX nor have we adopted an accounting policy
that  has  or  will  have  a  material  impact  on  our  consolidated  financial
statements.  For  further  discussion  of our accounting policies see Footnote 1



"Summary  of  Significant  Accounting Policies" in this Quarterly Report on Form
10-QSB  and  the Notes to Consolidated Financial Statements in our Annual Report
on  Form  10-KSB  for  the  fiscal  year  ended  December  31,  2003.

ITEM 3. Controls and Procedures

(a)  The  Company  maintains  controls  and  procedures  designed to ensure that
information  required  to  be disclosed in the reports that the Company files or
submits  under  the  Securities  Exchange  Act  of  1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of  the Securities and Exchange Commission. Based upon their evaluation of those
controls  and  procedures  performed  within  90 days of the filing date of this
report,  the  chief executive officer and the principal financial officer of the
Company  concluded  that  the  Company's disclosure controls and procedures were
adequate.

(b) Changes in internal controls. The Company made no significant changes in its
internal  controls  or  in  other  factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive  officer  and  principal  financial  officer.



                                    Part II
                                OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities

In January 2004, in exchange for services, we issued stock purchase warrants to
XCL Partners, Inc. to purchase 1,000,000 shares of common stock at an exercise
price of $0.15 per share, 1,000,000 shares of common stock at an exercise price
of $0.20 per share, and 2,000,000 shares of common stock at an exercise price of
$0.25 per share. In addition, we also issued a stock purchase warrant to
Chesapeake Group, Inc.  to purchase 1,000,000 shares of common stock at an
exercise price of $.25 per share.

In February 2004, we registered 3,350,000 shares under our 2004 Employee Stock
Option Plan on a Form S-8. We granted our CEO, Jeffrey Lieberman an option to
purchase 2,000,000 shares at an exercise price of $0.13 per share. We also
granted our VP of Sales, Brian Rosinski an option to purchase 350,000 shares at
an exercise price of $0.13 per share. For both options, 16.667% of the Shares
subject to the Option shall vest six months after February 25, 2004, and 1/36 of
the Shares subject to the Option shall vest each month thereafter, subject to
the Optionee continuing to be a Service Provider on such dates.

Item 3. Defaults Upon Senior Securities

Not Applicable

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

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(a) LIST OF EXHIBITS




List of Exhibits
----------------  -----------------------------------------------------------------------------
               
     3.1          The articles of incorporation of Registrant (incorporated by reference to the
                  Registrant's Registration Statement on Form 10-SB12G/A filed with the
                  Commission on November 17, 1999, No. 000-27243).
----------------  -----------------------------------------------------------------------------
     3.2          Bylaws of Registrant (incorporated by reference to the Registrant's
                  Registration Statement on Form 10-SB12G/A filed with the Commission
                  on November 17, 1999, No. 000-27243).
----------------  -----------------------------------------------------------------------------
     31.1         Certification of Chief Executive Officer pursuant to Section 302 of
                  Sarbanes-Oxley Act of 2002
----------------  -----------------------------------------------------------------------------
     32.1         Certification of the Company's Chief Executive Officer pursuant to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002
----------------  -----------------------------------------------------------------------------



(b) REPORTS ON FORM 8-K

The following reports on Form 8-K were filed by the Company during the fiscal
quarter ended June 30, 2003:
None



                                    SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                       WorldTeq Group International, Inc.

                               /s/ Jeff Lieberman
                               -----------------------------
                               Jeff Lieberman
                               Chief Executive Officer,
                               President,
                               Treasurer, and
                               Chairman of the Board



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


                               /s/ Jeff Lieberman
                               -----------------------------
                               Jeff Lieberman
                               Chief Executive Officer,
                               President,
                               Treasurer, and
                               Chairman of the Board



Dated: August 23, 2004