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, 2005
                                       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. 000-27243

                       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 51,432,190 common stock
shares, par value $0.001, as of August 5, 2005.


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 30, 2005
                                   (unaudited)
                                   -----------

                                                
Assets

Current Assets:
    Restricted Cash                                $            0 
    Accounts Receivable                                    80,085 
    Other Current Assets                                   73,694 

                                                    --------------
      Total current assets                                153,779 
                                                    --------------


Equipment, net                                              7,730 

Customer base                                              32,292 

                                                    --------------
Total assets                                       $      193,801 
                                                    ==============

Current Liabilities
    Convertible note payable to stockholder        $            0 
    Convertible note payable                                    0 
    Accounts Payable                                       280034 
    Accrued expenses                                       71,845 
                                                    --------------
      Total current liabilities                           351,879 
                                                    --------------

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, 32,706,190 shares issued
      and outstanding                                       3,569 
    Paid in capital                                    22,608,000 
    Retained deficit                                  (22,770,559)
                                                    --------------
    Total stockholders' deficit                          (158,079)

                                                    --------------
Total liabilities and stockholders' deficit        $      193,801 
                                                    ==============






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

                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                            June 30,
                                               ----------------------------------  ----------------------------------
                                                     2005              2004              2005              2004
                                               ----------------  ----------------  ----------------  ----------------
                                                                                         
Sales                                          $        95,228   $       106,398   $       147,603   $       223,938 

Cost of Sales                                           25,963            78,689   $        37,295   $       161,381 
                                               ----------------  ----------------  ----------------  ----------------
  Gross profit                                          69,265            27,709           110,307            62,557 

Selling, general and administrative expenses            63,951           188,681           144,361           503,110 
                                               ----------------  ----------------  ----------------  ----------------

  Income (loss) from operations                          5,314          (160,973)          (34,054)         (440,553)

Interest Expense                                         5,800             2,850             5,800             5,738 
                                               ----------------  ----------------  ----------------  ----------------

Net income (loss)                              $          (486)  $      (163,823)          (39,954)         (446,291)
                                               ================  ================  ================  ================
Basic and diluted income (loss) per share:     $         (0.00)  $         (0.00)  $         (0.01)  $         (0.01)
                                               ================  ================  ================  ================

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






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

                                                       Six Months Ended
                                                           June 30,
                                                ----------------------------
Cash Flows Used in Operating Activities             2005           2004
                                                ----------------------------
                                                         
Net Income (Loss)                               $    (39,954)  $   (446,291)
Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
    Depreciation and amortization                      5,705         15,189 
    Stock For Services                                     0        180,000 
    Stock option expense                                   0        220,000 
    Change in:
      Accounts Receivable                            (33,973)       (40,635)
      Other Current Assets                           (88,173)        (4,573)
      Accounts Payable                                35,163        (27,081)
      Accrued Expenses                                     -              - 
      Deferred Revenue                                     -              - 

                                                -------------  -------------
Net Cash Used In Operating Activities               (121,232)      (103,391)
                                                -------------  -------------

Cash Flows Used In Investing Activities
    Purchases of customer base                            (0)       (54,609)
                                                -------------  -------------

Cash Flows Provided By Financing Activities
    Proceeds from shareholder note payable                 -              - 
    Exercise of stock options                        100,000        100,000 
    Payments on note payable                          (2,644)        (2,000)
    Stock Issued For Cash                                            60,000 
                                                -------------  -------------
Net cash from financing activities                    97,356        158,000 
                                                -------------  -------------

Net Change in Cash                                   (23,876)             - 
Cash - beginning of year                                   0         31,807 
                                                -------------  -------------

Cash - End of Quarter                           $    (23,876)  $     31,807 
                                                =============  =============




               WORLDTEQ GROUP INTERNATIONAL, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                                 June 30, 2005
                                   (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 30,
                                        ----------------------------
                                            2005           2004
                                        -------------  -------------
                                                 
Net loss available to common            $    (39,954)  $   (446,291)

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

  Pro forma net loss                    $    (39,954)  $   (446,291)
                                        =============  =============

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



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

          -    Billing  Services



RECENT DEVELOPMENTS

During  the  second  quarter  of  2005,  WorldTe concentrated all its efforts on
closing  The  proposed merger with Yin Hai Harbin of China. Unfortunately, as of
the  writing  of this 10Q, Harbin had decided to discontinue the merger based on
our  inability to get re-listed with the OTC-BB. Since then the company has been
re-listed and we are actively looking for another merger candidate at this time.


FINANCIAL CONDITION

We  have  limited  financial  resources  and currently do such a small amount of
business  that  the company cannot pay its staff on a regular basis. The company
is  aggressively  looking  for  a  merger  candidate.


RESULTS OF OPERATIONS

Total  sales for the second quarter 2005 was $95,228 as compared to $106,398 for
the  quarter  ended  June  30,  2004,  an  approximately  10%  decrease.

The  continuing  decrease  in  revenues  is  primarily  due  to the loss of long
distance  customers  as  they  leave  to sign on with the competitions unlimited
plans.

Our net loss for the quarter ending June 30, 2005 was $587 or less then $.01 per
share,  as  compared  to  $163,823  for  the  same  period  in  2004

Selling,  general  and  administrative expenses for the second quarter of fiscal
2005  were  $63,951 as compared to $188,681 for the same quarter in fiscal 2004.

Cost  of  sales for the second quarter of fiscal 2005 was $25,963 as compared to
$37,295  for the same quarter in fiscal 2004. This decrease of 20% was primarily
attributable  to efficiencies in our sales organization, but also slightly lower
sales.


LIQUIDITY AND CAPITAL RESOURCES

Net  cash  used in operating activities for the period ended June 30th, 2005 and
2004  was  $0.00  and  $31,807  respectively,  this in part due to the committed
expenses  for  the  marketing  of  MundoTeq

The  Company,  at  June 30th, 2005 and Year End of 2004, respectively, had total
assets  of  approximately  $153,779  and  $164,479.

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  2000  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


(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