As filed with the Securities and Exchange Commission on February 17, 2004
                          Registration No. 333-________



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

                          POST EFFECTIVE AMENDMENT NO.1

                                       TO

                                    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.)


                                      4899
                          (Primary Standard Industrial
                           Classification Code Number)


                          30 West Gude Drive, Suite 470
                               Rockville, MD 20850
                                (240) 403-2000
          (Address of principal executive offices, including zip code)


                             2003 STOCK OPTION PLAN
                            (Full title of the Plan)


                                Jeffrey Lieberman
                         30 West Gude Drive, Suite 470
                               Rockville, MD 20850
                                 (240) 403-2000

                     (Name and address of agent for service)
          (Telephone number, including area code, of agent for service)

                                With a copy to:

                           Jonathan Dariyanani, Esq.
                          1329 Clay Street, Suite 300
                            San Francisco, CA 94109
                               (415) 699-7121 Tel
                               (415) 358-5548 Fax




                         CALCULATION OF REGISTRATION FEE





Title of Each Class of Securities     Amount to be           Proposed Maximum       Proposed Maximum           Amount of
to be Registered                      Registered(1)          Offering Price Per     Aggregate Offering         Registration Fee
                                                             Share (2)              Price (2)
                                                                                                   

Common Stock, $.001 par value         5,000,000 Shares(3)    $0.15                  $750,000.00                $24.27(4)

                          Total:      5,000,000                                                 Total:         $24.27




(1) Pursuant to  Rule-416(a)  promulgated  under the  Securities Act of 1933, as
amended (the  "Securities  Act"),  this  Registration  Statement shall cover any
additional  shares of common stock which become  issuable under any of the plans
covered hereby by reason of any stock dividend, stock split, recapitalization or
any other similar  transaction without receipt of consideration which results in
an increase in the number of shares of Registrant's outstanding common stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration fee pursuant to Rule-457(h)  under the Securities Act. The offering
price per share and aggregate  offering price for the outstanding  stock options
are based upon the weighted average exercise price of such options. The offering
price per share and aggregate  offering price for the unissued stock options and
common  stock  are  based  upon  the  average  of the  high  and low  prices  of
Registrant's  common stock as reported on the OTC Bulletin  Board on February 4,
2004.

(3) This number represents 2,000,000 additional common shares registered herein.
These  additional  shares have been reserved for issuance  under the Plan.  This
amount  is over and  above  the  original  3,000,000  common  shares  that  were
previously  registered on the Form S-8 registration  statement (See Registration
No. 333-110047) dated October 29, 2003.

(4) The Registrant  previously paid a fee of $19.42.  The additional fee for the
registration of the additional  2,000,000  common shares that are the subject of
this Post-Effective Amendment No. 1 is $24.27.



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  Amendment  No.1 to Form S-8 (the  "Amendment No. 1") relating to
the 2003 Stock Option Plan, (the "Plan"),  is being filed to register additional
securities of the same class as other  securities  for which a previously  filed
registration  statement on Form S-8 relating to the Plan is effective.  Pursuant
to General Instruction E to Form S-8,  WorldTeq Group  International,  Inc. (the
"Registrant"  or the  "Company")  incorporates  by reference the contents of the
Form S-8 registration statement (Registration  No.333-110047) dated October 29,
3003.  Amendment No. 1 increases the number of registered  shares from 3,000,000
shares to 5,000,000 shares, the maximum allotted under the Plan.


Item 3: Incorporation of Documents by Reference

The following documents filed by WorldTeq Group International, Inc.  ("WorldTeq"
or the "Company") with the Securities and Exchange  Commission are  incorporated
by reference into this Registration Statement:

(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  Quarterly  Report on Form  10-QSB for the  period  ending
September 30, 2003 filed with the SEC on November 20, 2003;

(e) 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

Not applicable.

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.





                                   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 February 17,
2004.



                       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 Donald Dea 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      February 17, 2004
----------------------      Officer and Director(Principal
Jeffrey Lieberman           Financial and Accounting
                            Officer, Principle Executive
                            Officer)

/s/ Timothy Carnahan        Director                           February 17, 2004
--------------------
Timothy Carnahan

/s/ Brian Rosinski          Director                           February 17, 2004
------------------
Brian Rosinski






                                    EXHIBIT INDEX


Exhibit
Number         Exhibit

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)