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

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act of 1934

       Date of Report (Date of Earliest Event Reported): January 21, 2005

                       WORLDTEQ GROUP INTERNATIONAL, INC.
                       ----------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                     Nevada
                                    --------
                 (State or Other Jurisdiction of Incorporation)

                                    000-27243
                                   ----------
                            (Commission File Number)

                                   03-7392107
                                   ----------
                      (I.R.S. Employer Identification No.)

                    30 West Gude Drive, Rockville, MD 20850
              ----------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                                 (240) 403-2000
                                ---------------
              (Registrant's Telephone Number, Including Area Code)

This  Current Report on Form 8-K is filed by Worldteq Group International, Inc.,
a  Nevada  corporation  (the  "Registrant"),  in connection with the matters set
forth  below.

ITEM  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

On  January  21,  2005,  the  Registrant  executed  a  Plan  of  Exchange  (the
"Agreement"),  between  and  among  the  Registrant,  Harbin  Yinhai  Technology
Development Company Ltd., a corporation organized and existing under the laws of
the  Peoples'  Republic of China ("Yinhai"),  and Progressive Media Group, Inc.,
XCL Partners, Inc., Aero Financial, Inc. and Triple S Parts, Inc. (collectively,
the  "Consultants").

Pursuant to and at the closing of the Agreement, the shareholders of Yinhai (the
"Yinhai  Shareholders")  will exchange all of their shares of registered capital
of  Yinhai  for  12,211,857  shares  of  common  stock  of  the  Registrant,  or
approximately  90%  of the Registrant's then outstanding shares of common stock.
Upon  completion  of  the  exchange,  the  registered  capital of Yinhai will be
transferred to the Registrant,  and Yinhai will become a wholly-owned subsidiary
of  the  Registrant.  An  executed  copy  of the Agreement is attached hereto as
Exhibit  10.1.

Yinhai  is a commercial printing company located in Harbin, Peoples' Republic of
China,  that,  among  other  things, prints forms for use by banks in the Harbin
area,  and  it  has  approximately  200  employees.  It had unaudited revenue of
approximately  US$8.6  million  in  fiscal 2003, and net income of approximately
US$1.57  million.

The Agreement contemplates that the exchange transaction will not immediately be
consummated,  but  will close within three days after the satisfaction or waiver
of  the  conditions  precedent  set  forth  in  the  Agreement.  The  conditions
precedent  include  customary closing conditions for a transaction of this type,
as  well as a condition that the Registrant will have consummated a 30:1 reverse
stock  split  prior to closing in compliance with the provisions of NRS 78.2055,
WTEQ  shall  have no material liabilities at closing, as such term is defined by
U.S.  generally  accepted accounting principles, and Yinhai shall have delivered
to  WTEQ  audited  financial statements and an audit report thereon for the year
ended  December  31,  2004.

Pursuant  to  an  Escrow  Agreement,  dated  January  13,  2005  (the  "Escrow
Agreement"), the terms and conditions on which the $350,000 payment will be made
at  closing  by Yinhai and/or the Yinhai Shareholders to the Consultants are set
forth,  such  payment  being  made  for consulting services relating to business
development,  the  plan of exchange and general corporate strategies relating to
public  companies,  as  well  as  balance sheet restructuring.  The relationship
between  the Consultants and Yinhai is set forth in a Client Consulting Services
Agreement  (the  "Consulting  Agreement"), a copy of which is attached hereto as
Exhibit  10.2.

After the closing, the Registrant intends to amend its Articles of Incorporation
in  order  to  change  its  corporate  name to such name as may be designated by
Yinhai.  In  addition, the Registrant will effect a change of its trading symbol
to  such  new  ticker  symbol  as  the  NASDAQ  may  designate.

As  a legal matter, the exchange transaction will become effective when Articles
of  Exchange  are  filed  with  the  Secretary  of  State of the State of Nevada
pursuant  to  the  Nevada  Revised  Statutes  Section  92A-200.

The  execution of the Agreement will have several important consequences for the
Registrant.  First,  the Registrant anticipates filing a Schedule 14F-1 with the
Commission as promptly as practicable, so that ten days thereafter, there may be
a  change  in  the  majority of directors of the Registrant at the closing.  The
names  of  the  director  candidates  to  be nominated by Yinhai, their security
holdings  and  other  background  information required by Rule 14f-1 promulgated
under the Securities Exchange Act of 1934, as amended, will be disclosed in such
Schedule  14F-1 filing. Second, in connection with the signing of the Agreement,
Yinhai  and/or  the  Yinhai  Shareholders  will  make  an  additional payment of
$300,000  in  escrow.  At  the closing, a total of $350,000 shall be paid by the
Escrow  Agent  to  the  Consultants.

Third,  the  Registrant,  after  closing,  will  file  a preliminary Information
Statement  on  Schedule 14C pursuant to Section 14(c) of the Securities Exchange
Act  of  1934,  as amended, with the Commission in connection with a proposal to
amend  its  Articles  of Incorporation to change the name of the Registrant from
Worldteq  Group International, Inc. to such name as may be designated by Yinhai.
The  proposal  will  not  be  effective  before  the  mailing  or  delivery of a
definitive  Information  Statement  on  Schedule 14C to shareholders at least 20
days  prior  to  the  date  on  which  the  action  is  proposed to take effect.

The  Registrant currently has issued and outstanding 40,706,190 shares of common
stock that trade on the Over-The-Counter Bulletin Board under the symbol "WTEQ".


CONSUMMATION  OF THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT WILL RESULT IN A
CHANGE  OF  CONTROL  OF  THE  REGISTRANT.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

WORLDTEQ  GROUP  INTERNATIONAL,  INC.


By:    /s/ Jeffrey  Lieberman
       ----------------------
       Jeffrey  Lieberman
       President


Date:  January 26, 2005



                                  EXHIBIT INDEX

Exhibit
Number             Description
------             -----------

10.1               Plan  of  Exchange,  dated  January 21, 2005
10.2               Client  Consulting  Services  Agreement