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

                                 FORM 10-KSB/A-1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For The Fiscal Year Ended December 31, 2003 Or [ ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
transition period from __________ to ______________

Commission File Number: 001-06496



                                 WORLDTEK CORP.
                 (Name of Small Business Issuer in its Charter)

          Washington                                 91-0413022
 -------------------------------        -----------------------------------
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  Incorporation or Organization)

   3 Maplewood Lane, Roslyn, New York                       11576
------------------------------------------        --------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                               516-484-3131
             -----------------------------------------------
             Issuer's telephone number (including area code)

Securities registered pursuant to Section 12(b)
of the Act: None

Securities registered pursuant to Section 12(g)
of the Act: Common Stock par value $.001
            ----------------------------
                  Title of Class

Check whether the Issuer 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 shorter period
that the registrant was required to file such reports), and has been subject to
such filing requirements for the past 90 days. [ ] Yes [ X] 1No.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ] - Disclosure contained herein.

State Registrant's revenues for its most recent fiscal year. $ -0- as of
December 31, 2003.

--------
1 The last Form 10-KSB filed by the Registrant was for fiscal year then ending
October 31, 1996. The last 10-QSB filed by the Registrant was for quarter ended
January 31, 1997. Since the Issuer's securities have never been listed for
trading on any exchange and since the Issuer has not had any revenues from
operations and has not had any operations throughout years ended December 31,
2002 and December 31, 2003, this is the first 10-QSB and 10-KSB being filed by
the Issuer in accordance with the Exchange Act of 1934 other than as indicated
above.

<PAGE>

The number of shares outstanding of each of the Registrant's classes of common
stock, as of May 22, 2004 is 3,224,784 shares, all of one class, $.001 par value
per share. Of this number, 1,634,905 shares were held by non-affiliates of the
Registrant. The Company's common stock has not traded on the OTCBB or elsewhere
and accordingly, there is no aggregate "market value" to be indicated for such
shares. The "value" of the 1,634,905 shares held by non-affiliates, based upon
the lower of the most recent sale prices made through December 31, 2003 or book
value as of December 31, 2003 is $ -0-.

*Affiliates for the purpose of this item refers to the Registrant's officers and
directors and/or any persons or firms (excluding those brokerage firms and/or
clearing houses and/or depository companies holding Registrant's securities as
record holders only for their respective clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes__________No_________ NOT APPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are herewith incorporated by reference: NONE
Transitional Small Business Disclosure Format
[  ] Yes [ X ] No

<PAGE>

FORWARD LOOKING STATEMENTS

THIS FORM 10-KSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
WORLDTEK (HEREINAFTER REFERRED TO AS "WORLDTEK CORP." AND/OR THE "COMPANY") OR
ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE
STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENTEXPECTATIONS OF WORLDTEK AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS
THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE
CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTUREPERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING
STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE
FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF
UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.













<PAGE>

                                TABLE OF CONTENTS

PART I         ...........................................................8

Item 1.         Description of Business...................................9

Item 2.         Description of Property..................................19

Item 3.         Legal Proceedings........................................19

Item 4.         Submission of Matters to a Vote of Security Holders......19

PART II        ..........................................................19

Item 5.         Market for Common Equity, Related Stockholder Matters And
                Small Business Issuer Purchases Of Equity Securities.....19

Item 6.         Management's Discussion and Analysis or
                Plan of Operation........................................20

Item 7.         Financial Statements.....................................25

Item 8.        Changes In and Disagreements With Accountants on
               Accounting and Financial Disclosure.......................25

Item 8A.       Controls and Procedures...................................25

PART III       ..........................................................25

Item 9.        Directors and Executive Officers of the Registrant........25

Item 10.       Executive Compensation....................................28

Item 11.       Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters................28

Item 12.       Certain Relationships and Related Transactions............29

Item 13.       Exhibits, List and Reports on Form 8-K....................29

Item 14.       Principal Accountant Fees and Services....................29

Signatures

CERTIFICATION



<PAGE>

RISK FACTORS

1. Control by Principal Shareholders, Officers and Directors.

The Company's principal shareholders, officers and directors beneficially own
approximately forty nine (49%) percent of the Company's Common Stock with three
(3) individuals (each owning 509,958 shares) owning an aggregate of 1,529,874
shares or approximately forty seven (47%) percent of all outstanding Company
shares. As a result, such persons have the ability to control the Company and
direct its affairs and business. Such concentration of ownership may also have
the effect of delaying, deferring or preventing change in control of the
Company. See Item 11 hereof.

2. Conflicts of Interest.

None of the Company's management is engaged by the Company on a full time basis
and each of such persons devote a significant portion of their time to
activities unrelated to Worldtek. Accordingly, certain conflicts of interest
(primarily over time allocation) may exist between the Company and its officers
and directors. They have other business interests to which they devote their
attention, and they may be expected to continue to do so. As a result, conflicts
of interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his fiduciary
duties to the Company. See "Management," and "Conflicts of Interest."

3. Possible Need for Additional Financing.

The Company has very limited funds, and such funds may not be adequate to take
advantage of any available business opportunities. Even if the Company's funds
prove to be sufficient to acquire an interest in, or complete a transaction
with, a business opportunity, the Company may not have enough capital to fully
exploit the opportunity. The ultimate success of the Company may depend upon its
ability to raise additional capital (other than as indicated in Item 5 hereto).
The Company has not investigated the availability, source, or terms that might
govern the acquisition of additional capital (other than as indicated in Item 6
hereto) and will not do so until it determines a need for additional financing.
If additional capital is needed, there is no assurance that funds will be
available from any source or, if available, that they can be obtained on terms
acceptable to the Company. If not available, the Company's operations will be
limited to those that can be financed with its modest capital.

4. Regulation of Penny Stocks.

The Company's securities, if and when available for trading, may be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of any purchasers to sell their securities in any market that might develop
therefore.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934,
as amended. Because the securities of the Company will, in all likelihood,
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its securities. The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any market that
might develop for them.

Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker- dealers;
and (v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along with
the resulting inevitable collapse of those prices and with consequent investor
losses. The Company's management is aware of the abuses that have occurred
historically in the penny stock market. Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.

                                       2

<PAGE>

5. No Recent Operating History.

The Company has been inactive for several years (since ceasing operations of and
divesting itself of its then 2 subsidiaries) and has no recent operating
history, revenues from operations, or assets other than a minimal amount of cash
of approximately Seven Thousand Seven Hundred Fifty Eight ($7,758.00) Dollars as
of May 22, 2004. The Company faces all of the risks of a new business and the
special risks inherent in the investigation, acquisition, or involvement in a
new business opportunity. The Company must be regarded as a new or "start-up"
venture with all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.

6. No Assurance of Success or Profitability.

There is no assurance that the Company will acquire a favorable business
opportunity. Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits, or
that any market price of the Company's Common Stock will be increased thereby.

7. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"), requires
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act remain applicable.

8. Lack of Market Research or Marketing Organization.

The Company has neither conducted, nor have others made available to it, results
of market research indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not currently have, and
does not plan to establish, a marketing organization. Even in the event demand
is identified for a merger or acquisition contemplated by the Company, there is
no assurance the Company will be successful in completing any such business
combination.

9. Possible Business - Not Identified and Highly Risky.

The Company has not identified (except in an informal, non-binding manner)and
has no written commitments to enter into or acquire a specific business
opportunity and therefore cannot disclose the risks and hazards of a business or
opportunity that it may enter into except in a general manner, and cannot
disclose the risks and hazards of any specific business or opportunity that it
may enter into. An investor can expect a potential business opportunity to be
quite risky. The Company's acquisition of or participation in a business
opportunity will likely be highly illiquid and could result in a total loss to
the Company and its stockholders if the business or opportunity proves to be
unsuccessful. See Item 1 "Description of Business."

                                       3

<PAGE>

10. Type of Business Acquired.

The type of business to be acquired may be one that desires to avoid effecting
its own public offering and the accompanying expense, delays, uncertainties, and
federal and state requirements which were established to protect investors.
Because of the Company's limited capital, it is more likely than not that any
acquisition by the Company will involve other parties whose primary interest is
the acquisition of control of a publicly traded reporting company. Moreover, any
business opportunity acquired may be currently unprofitable or present other
negative factors.

11. Impracticability of Exhaustive Investigation.

The Company's limited funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its capital or
other resources thereto. Management decisions, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys and
the like which, if the Company had more funds available to it, would be
desirable. The Company will be particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or others associated with
the business opportunity seeking the Company's participation. A significant
portion of the Company's available funds may be expended for investigative
expenses and other expenses related to preliminary aspects of completing an
acquisition transaction, whether or not any business opportunity investigated is
eventually acquired.

12. Lack of Diversification.

Because of the limited financial resources that the Company has, it is unlikely
that the Company will be able to adequately diversify its acquisitions or
operations. The Company's probable inability to diversify its activities into
more than one or a limited number of areas will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

                                       4

<PAGE>

13. Possible Reliance upon Un-audited Financial Statements.

The Company generally will require audited financial statements from companies
that it proposes to acquire. No assurance can be given, however, that audited
financials will be available to the Company. In cases where audited financials
are unavailable, the Company will have to rely upon un-audited information
received from target companies' management that has not been verified by outside
auditors. The lack of the type of independent verification which audited
financial statements would provide, increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have the benefit
of full and accurate information about the financial condition and operating
history of the target company. This risk increases the prospect that the
acquisition of such a company might prove to be an unfavorable one for the
Company or the holders of the Company's securities. Moreover, the Company being
subject to the reporting provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), will be required to furnish certain information
about significant acquisitions, including audited financial statements for any
business that it acquires. Consequently, acquisition prospects that do not have,
or are unable to provide reasonable assurances that they will be able to obtain,
the required audited statements would not be considered by the Company to be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable. Should the Company, during the time it remains
subject to the reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be unobtainable,
the Company would be exposed to enforcement actions by the Securities and
Exchange Commission (the "Commission") and to corresponding administrative
sanctions, including permanent injunctions against the Company and its
management. The legal and other costs of defending a Commission enforcement
action are likely to have material, adverse consequences for the Company and its
business. The imposition of administrative sanctions would subject the Company
to further adverse consequences.

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, the
automated quotation system sponsored by the National Association of Securities
Dealers, Inc., the Over the Counter Bulletin Board, or on any existing stock
exchange. Moreover, the lack of such financial statements is likely to
discourage broker-dealers from becoming or continuing to serve as market makers
in the securities of the Company. Without audited financial statements, the
Company would almost certainly be unable to offer securities under a
registration statement pursuant to the Securities Act of 1933, and the ability
of the Company to raise capital would be significantly limited until such
financial statements were to become available.

14. Other Regulation.

An acquisition made by the Company may be of a business that is subject to
regulation or licensing by federal, state, or local authorities. Compliance with
such regulations and licensing can be expected to be a time-consuming, expensive
process and may limit other investment opportunities of the Company.

15. Dependence upon Management; Limited Participation of Management.

The Company currently has five (5) individuals who are serving as its officers
and directors. The Company will be heavily dependent upon their skills, talents,
and abilities to implement its business plan, and may, from time-to-time find
that the inability of the officers and directors to devote their full time
attention to the business of the Company results in a delay in progress toward
implementing its business plan. Furthermore, since only 5 individuals are
serving as the officers and directors of the Company, it will be entirely
dependent upon their experience in seeking, investigating, and acquiring a
business and in making decisions regarding the Company's operations. See
"Management." Because investors will not be able to evaluate the merits of
possible business acquisitions by the Company, they should critically assess the
information concerning the Company's 5 officers and directors.

                                       5

<PAGE>

16. Lack of Continuity in Management.

The Company does not have an employment agreement with any of its officers and
directors, and as a result, there is no assurance that they will continue to
manage the Company in the future. In connection with acquisition of a business
opportunity, it is possible the current officers and directors of the Company
may resign, if not actively involved in the acquired company post acquisition. A
decision to resign will be based upon the identity of the business opportunity
and the nature of the transaction, and is likely to occur without the vote or
consent of the stockholders of the Company.

17. Indemnification of Officers and Directors.

The Company's Articles of Incorporation and applicable Washington Law provide
for the indemnification of its directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company which it may be unable to recoup.

18. Dependence upon Outside Advisors.

To supplement the business experience of its officers and directors, the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other consultants or advisors. The selection of any such advisors will be
made by the Company's officers and directors without any input from
stockholders. Furthermore, it is anticipated that such persons may be engaged on
an "as needed" basis without a continuing fiduciary or other obligation to the
Company. In the event the President of the Company considers it necessary to
hire outside advisors, he may elect to hire persons who are affiliates, if they
are able to provide the required services.

19. Leveraged Transactions.

There is a possibility that any acquisition of a business opportunity by the
Company may be leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business opportunity
to be acquired, or against the projected future revenues or profits of the
business opportunity. This could increase the Company's exposure to larger
losses. A business opportunity acquired through a leveraged transaction is
profitable only if it generates enough revenues to cover the related debt and
expenses. Failure to make payments on the debt incurred to purchase the business
opportunity could result in the loss of a portion or all of the assets acquired.
There is no assurance that any business opportunity acquired through a leveraged
transaction will generate sufficient revenues to cover the related debt and
expenses.

                                       6

<PAGE>

20.      Competition.

The search for potentially profitable business opportunities is intensely
competitive. The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company. These competitive conditions will exist in
any industry in which the Company may become interested.

21. No Foreseeable Dividends.

The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.

22. Loss of Control by Present Management and Stockholders.

The Company may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of the
Company's authorized but un-issued Common Stock that would, upon issuance,
represent a significant portion or even the great majority of the voting power
and equity of the Company. The result of such an acquisition would be that the
acquired company's stockholders and management would control the Company, and
the Company's management could be replaced by persons unknown at this time. Such
a merger would result in a greatly reduced percentage of ownership of the
Company by its current shareholders. In addition, the Company's officers could
sell their control block of stock at a premium price to the acquired company's
stockholders.

23. No Public Market Exists.

There is no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon the
market price of the securities. Owing to the low price of the securities, many
brokerage firms may not be willing to effect transactions in the securities.
Even if a purchaser finds a broker willing to effect a transaction in these
securities, the combination of brokerage commissions, state transfer taxes, if
any, and any other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such securities as collateral
for any loans.

24. Rule 144 Sales.

All outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities Act
of 1933, as amended.

                                       7

<PAGE>

As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for more than one year may, under certain conditions, sell
every three months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock (or the
average weekly trading volume during the four calendar weeks prior to the sale).
Those companies (such as Worldtek) whose securities do not trade on an automated
quotation exchange, such as NASDAQ, may not utilize average weekly trading
volume. Securities trading on OTCBB may similarly not utilize, average weekly
trading volume. As a result of revisions to Rule 144 which became effective on
or about April 29, 1997, there will be no limit on the amount of restricted
securities that may be sold by a non-affiliate after the restricted securities
have been held by the owner for a period of two years. A sale under Rule 144 or
under any other exemption from the Act, if available, or pursuant to subsequent
registrations of shares of Common Stock of present stockholders, may have a
depressive effect upon the price of the Common Stock in any market that may
develop. Of the 3,224,784 shares of common stock held by present stockholders of
the Company, 3,189,784 shares are presently available for re-sales over time
under Rule 144 once the Company is current with respect to '34 Exchange Act
reporting requirements.

25. Blue Sky Considerations.

Because the Company's securities registered hereunder have not been registered
for resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities. Some jurisdictions may not under any
circumstances allow the trading or resale of blind-pool or "blank-check"
securities or the securities of an Issuer whom they consider to be a "shell"
company. Accordingly, investors should consider the secondary market for the
Company's securities to be a limited one.

                                     PART I

                                    BUSINESS

Item 1.           Description of Business.

The following information is being presented for historical background
information only and has heretofore been more fully disclosed in Worldtek's Form
10-KSB for year ended October 31, 1996. As hereinafter indicated, the activities
referred to in 1996 have since been abandoned.

Historical Background

Worldtek Corp. (hereinafter the "Company" unless otherwise indicated) was
incorporated under the laws of the State of Washington on March 6, 1940 as Slate
Creek Mining Company and thereafter changed its name to Western Gold Mining,
Inc. on April 18, 1952. On February 5, 1996, the Company filed Articles of
Merger with the State of Washington evidencing that the Company had merged with
Lundell Technologies, Inc., a Delaware corporation formed in 1994 ("Lundell
Delaware") wherein the Company was the surviving corporation (the "Merger").
Additionally, on February 5, 1996, the Company filed Articles of Amendment to
its Articles of Incorporation providing: (i) that the Company's name was changed
to Lundell Technologies, Inc.; and (ii) that the authorized capital of the
Company was increased from Five Million (5,000,000) shares of common stock ($.05
par value) to Twenty Million (20,000,000) shares of common stock ($.001 par
value).

                                       8

<PAGE>

On December 17, 2003, the Company changed its name from Lundell Technologies,
Inc. to Worldtek Corp. and its certificate, as amended to date, authorizes
20,000,000 shares of common stock and Two Million (2,000,000) shares of
preferred stock both with a par value of $.001 per share.

In July 2003, the holders of 2,250,000 shares of Company common stock entered
into an written "Settlement Agreement and Release of Claims" with the Company
whereby the parties thereto sought to restore themselves and their respective
corporations to the positions they held pre-merger, including agreement to
cancel the 2,250,000 Company shares heretofore issued.

Prior to the Merger, the Company's activities consisted of exploration for
minerals on its gold mining property in the Slate Creek Mining District, Whatcom
County, Washington. As part of the Merger transaction approved by Shareholders
on January 12, 1996, the Company distributed all of its right, title and
interest in, and to its mining properties (patented and unpatented claims), a
Class D Road Permit and Thirty Thousand (30,000) post-split shares of common
stock to North Cascades Exploration, Inc., ("Cascades") of which Mark L.
Johnson, former President and a former Director of the Company, was President
and a Director. In consideration of the distribution, Cascades assumed certain
liabilities of the Company, including past management fees, mining claim lease
fees, reforestation expenses, debris clean-up expenses, accounting, legal fees
and taxes.

The Company's mining operations had no revenue for the years 1993, 1994 and
1995. In 1996, the Company discontinued all mining operations.

Lundell Delaware was incorporated in the State of Delaware on November 29, 1994.
Lundell Delaware acquired Lundell Manufacturing Company "Lundell Manufacturing",
incorporated in Iowa, on August 4, 1995. Lundell Manufacturing, a wholly owned
subsidiary of the Company and as part of the Settlement Agreement described
above, ceased to be a Company subsidiary and all production facilities and
property were returned to Lundell Manufacturing's former management.

On February 6, 1996, Lundell Aquametrics, Inc. ("Lundell Aqua") was incorporated
in the State of Delaware as a wholly owned subsidiary of the Company.

Lundell Manufacturing

Lundell Manufacturing was in the business of developing, designing,
manufacturing and marketing solid waste recycling equipment. See "Settlement
Agreement" referred to above.

                                       9

<PAGE>

Lundell Aquametrics

Lundell Aqua was established as a wholly owned Company subsidiary in February
1996 under the laws of the State of Delaware to design, market and install water
recycling systems and components (water filtration equipment) for a variety of
industrial and agricultural applications.

In September 1998, Lundell Aqua's management severed its relationship with the
Company pursuant to written agreement, whereby Howard Schachter, the principal
individual responsible for Lundell Aqua's activities, agreed to return all
202,500 Company shares then owned by him to the Company for cancellation.

Cancellation of Securities and Issuance of Securities Post December 31, 2003

The Company's Transfer Agent's certified list of shareholders as of May 13, 2004
indicates total shares outstanding of 5,642,284 and does not take into account,
cancellation of an aggregate of 2,452,500 shares primarily due to the fact that
the Company's Transfer Agent was not formally advised of such cancellations. The
cancellations, as heretofore indicated in this section resulted from the
following: ... pursuant to July 23, 2003 Settlement Agreement with certain
Lundell Manufacturing Company shareholders (six (6) persons) 2,250,000 Company
shares should have been cancelled and pursuant to an Agreement between the
Company and Lundell Aquametric's shareholders, a further 202,500 shares should
have been cancelled. Accordingly, when taking the above into account, total
shares outstanding amounted to 3,189,784. Subsequent to December 31, 2003 and
during March 2004, the Company became obligated to issue thirty five million
(35,000,000) shares of its common stock to five (5) new stockholders thereby
increasing total outstanding shares to 3,224,784.

Proposed Activities

As a result of Settlement Agreements, the Company no longer operates either of
its aforementioned subsidiaries, Lundell Manufacturing Co., Inc. or Lundell
Aquametrics, Inc. Its' current activities are directed at developing its present
business plan and raising capital. The Company has not commenced any new
commercial operations. The Company has no full-time employees and neither owns
nor leases any real estate. Its prior businesses, as aforementioned, were not
successful and management determined that it would be in the shareholders'
interest for Worldtek to operate different businesses.

The proposed business activities described herein may classify the Company as a
"shell company" whose primary purpose at this time is to locate and consummate a
merger or acquisition with a private entity. Many states have enacted statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions.

The Company's business plan is to seek, investigate, and, if warranted, acquire
one or more properties or businesses, and to pursue other related activities
intended to enhance shareholder value. The acquisition of a business opportunity
may be made by purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation, joint venture, or
partnership. The Company has limited capital, and it is unlikely that the
Company will be able to take full advantage of more than one or a limited number
of such business opportunities. The Company intends to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.

                                       10

<PAGE>

At the present time the Company is actively investigating and analyzing certain
business opportunities that it may pursue. However, the Company has not reached
any written agreement or definitive understanding with any person concerning an
acquisition or other form of business combination.

It is anticipated that the Company's officers and directors may in the future
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence
and its business plan and to determine if any companies or businesses they
represent have an interest in considering a merger or acquisition with the
Company. In connection with any transaction which may occur, the Company may be
required to pay finders fees in stock, cash or a combination thereof. No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions, or that any acquisition that occurs
will be on terms that are favorable to the Company or its stockholders.

The Company's search will be directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or on a
stock exchange (See "Investigation and Selection of Business Opportunities").
The Company anticipates that the business opportunities presented to it will (i)
be recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (ii) be experiencing
financial or operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying upon an
untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This includes
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.

Any entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public company and
establish a public trading market for its securities. In connection with such a
merger or acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the
current principal shareholders of the Company by the acquiring entity or its
affiliates.

                                       11

<PAGE>

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their management positions with the Company in
connection with the Company's acquisition of a business opportunity. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The Company does not foresee that it would enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to the
foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Washington law to enter into such a transaction if:

         1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the Board of Directors, and the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum; or

         2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

         3. The contract or transaction is fair as to the Company as of the time
it is authorized, approved or ratified, by the Board of Directors or the
stockholders.

Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the company will derive from becoming a publicly held entity, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired.

                                       12

<PAGE>

It is anticipated that the Company will not be able to fully diversify, but will
essentially be limited to one or a few such ventures because of the Company's
limited financing. This lack of diversification will not permit the Company to
offset potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting the Company's
potential.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or acquisition, with
financial statements, or any other documentation, concerning a target company or
its business. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by such directors to seek the stockholders'
advice and consent or because state or federal law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's President, who is not a professional business
analyst. See "Management." Since Company management has no current plans to use
any outside consultants or advisors to assist in the investigation and selection
of business opportunities, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid.

The Company anticipates that it will consider, among other things, the following
factors:

         1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

         2. The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;

         3. Whether, following the business combination, the financial condition
of the business opportunity would be, or would have a significant prospect in
the foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the Securities and Exchange Commission. See "Risk Factors-The Company-Regulation
of Penny Stocks."

                                       13

<PAGE>

         4. Capital requirements and anticipated availability of required funds,
to be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

         5. The extent to which the business opportunity can be advanced;

         6. Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

         7. Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

         8. The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and

9.          The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

In regard to the possibility that the shares of the Company would qualify for
listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have total assets of at
least $4,000,000 and total capital and surplus of at least $2,000,000, and
proposals have recently been made to increase these qualifying amounts. Many,
and perhaps most, of the business opportunities that might be potential
candidates for a combination with the Company would not satisfy the NASDAQ
listing criteria.

None of the factors described above will be controlling in the selection of a
business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's relatively limited
experience in business analysis, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months.

                                       14

<PAGE>

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials regarding the
business opportunity containing such items as a description of products,
services and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, un-audited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. There is not expected to
be any loan agreements or understandings between the Company and third parties,
nor does the Company intend to raise any operating capital by implementing
private placements of restricted stock and/or public offerings of its common
stock.

It is possible that the range of business opportunities that might be available
for consideration by the Company could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of "penny
stocks." The regulations would affect, and possibly impair, any market that
might develop in the Company's securities until such time as they qualify for
listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - - Regulation
of Penny Stocks."

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

                                       15

<PAGE>

Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

Management may actively negotiate or otherwise consent to the purchase of any
portion of their common shares as a condition to or in connection with a
proposed merger or acquisition transaction. It is emphasized that management of
the Company may effect transactions having a potentially adverse impact upon the
Company's shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal to the
stockholders for their consideration. Holders of the Company's securities should
not anticipate that the Company necessarily will furnish such holders, prior to
any merger or acquisition, with financial statements, or any other
documentation, concerning a target company or its business. In some instances,
however, the proposed participation in a business opportunity may be submitted
to the stockholders for their consideration, either voluntarily by such
directors to seek the stockholders' advice and consent or because state or
federal law so requires.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. (See "Description of Business - Proposed Activities").

It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

                                       16

<PAGE>

As a general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

When considering the various proposed activities discussed in this Item 1 under
sub-headings, "Proposed Activities" and Form of Acquisition", management of the
Company is also considering, and may eventually utilize the following format or
a derivation thereon as follows.

Worldtek may issue a portion of its authorized but un-issued common stock to an
operating entity. In that regard, the Worldtek shares issued when combined with
the "expertise" of Worldtek's management shall be assigned a mutually agreeable
valuation (by Worldtek and the then identified business entity) while at the
same time, a mutually agreeable valuation shall be assigned to the
aforementioned operating entity. Worldtek shall receive a percentage of
ownership in the operating entity equal to the respective valuations assigned.
Worldtek's management may then assist the operating entity in the preparation
and filing of a registration statement on behalf of the operating entity and its
then shareholders (which will include Worldtek) on either a Form 10 Registration
Statement (so that the operating entity may become a '34 Act Reporting Company)
or on a Form SB-2 Registration Statement (so as to register shares on behalf of
selling shareholders and/or so as to offer securities to the public.

Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive registration and
other provisions of the Investment Act, and the regulations promulgated
thereunder.

                                       17

<PAGE>

Section 3(a) of the Investment Act contains the definition of an "investment
company," and it excludes any entity that does not engage primarily in the
business of investing, reinvesting or trading in securities, or that does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a re-organization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.

Any securities which the Company might acquire in exchange for its Common Stock
will be "restricted securities" within the meaning of the Securities Act of
1933, as amended (the "Act"). If the Company elects to resell such securities,
such sale cannot proceed unless a registration statement has been declared
effective by the Securities and Exchange Commission or an exemption from
registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not contemplate
resale of securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to affect such
resale.

An acquisition made by the Company may be in an industry which is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

Competition

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have more funds
available than does the Company.

Employees

The Company currently has no full time employees. Management of the Company
expects to use consultants, attorneys and accountants as necessary, and does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their availability
will be addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities. Although there is no current
plan with respect to its nature or amount, remuneration may be paid to or
accrued for the benefit of, the Company's officers prior to, or in conjunction
with, the completion of a business acquisition.

                                       18

<PAGE>

Item 2.           Description of Property.

In the Spring of 2003, the Company set up its executive offices occupying one
floor of a house owned by its President in a residential area located at 3
Maplewood Lane, Roslyn, New York 11576; Telephone Number: 516-484-3131. This
space measures approximately 700 sq. ft. No written agreement exists and no rent
is currently being charged.

Item 3.           Legal Proceedings.

The Company is not currently a party to any legal proceeding except as follows.



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

None

                                     PART II

Item 5.           Market for Common Equity, Related Stockholder Matters And
Small Business Issuer Purchases Of Equity Securities

The Company is subject to '34 Exchange Act reporting requirements (See footnote
1 on cover page). To date there has been no established trading market for the
Company's common stock. Its securities are not listed for trading on the OTCBB
maintained by the NASD or on any other Exchange.

Once current with respect to its '34 Exchange Act reporting requirements, the
Company intends to have a broker/dealer file a Rule 211 application with the
NASD for listing purposes. There can be no assurance that such application will
result in listing of the Company's securities.

There have been no (re)purchases by the Issuer of any equity securities.

A.       Holders

As of the close of business on May 22, 2004 there were approximately One
Thousand Four Hundred Eight (1408) stockholders of record of Worldtek's Common
Stock.

B.       Dividends

The payment by the Registrant of dividends, if any, in the future rests within
the discretion of its Board of Directors and will depend, among other things,
upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Registrant has not paid or
declared any dividends upon its Common Stock since its inception and, by reason
of its present financial status and its contemplated financial requirements,
does not contemplate or anticipate paying any dividends upon its Common Stock in
the foreseeable future.

                                       19

<PAGE>

Securities sold by Worldtek within the past three (3) years without registration
were as follows and all consisted of unregistered shares of Worldtek common
stock which were sold at $1.00 per share.

                                    Number of
Name                                     Date                  Shares
----                                     ----                  ------
Paul and Barbara Bermanski               March 14, 2004                5,000
Irving Greenberg                         March 16, 2004               10,000
Sol and Renne Lieberburg                 March 13, 2004               10,000
Ellen Lieberburg                         March 13, 2004                5,000
Flyer Investments, Inc.                  March 15, 2004                5,000

The sales of the above-referenced unregistered shares were exempt transactions
in accordance with Section 4(2) as transactions by an Issuer not involving any
public offering.

No underwriter participated in the above-referenced transactions and no
commissions were paid to anyone with respect thereto.

Item 6.           Management's Discussion and Analysis or Plan of Operation.

Plan of Operations

Worldtek intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
Worldtek has no specific acquisitions in mind and has not entered into any
binding negotiations regarding such an acquisition.

While the Company will attempt to obtain audited financial statements of a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity's assets prior to consummating such a transaction,
with further assurances that an audited statement would be provided within
seventy-five days after closing of such a transaction. Closing documents
relative thereto will include representations that the value of the assets
conveyed to or otherwise so transferred will not materially differ from the
representations included in such closing documents. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to Worldtek's present stockholders.

                                       20

<PAGE>

The Company has, and will continue to have, limited capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling or significant
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act"),
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act. Nevertheless, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
intends to continue to be subject to all of the reporting requirements included
in the 34 Act. Included in these requirements is the affirmative duty of the
Company to file independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the requirements of
the 34 Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents may provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. See
also Item 1, Description of Business - "Proposed Activities".

Liquidity and Capital Resources

The Company has cash on hand of approximately $7,758 as of May 22, 2004. In the
opinion of Management, these assets will not be sufficient to enable the Company
to continue to file periodic reports or pay professional fees therefore until
such time as it is able to generate revenues and/or raise funds through issuance
of its securities and/or through any additional financing through currently
unidentified sources.

The Company will carry out its plan of business as discussed above. The Company
cannot predict to what extent its liquidity and capital resources will be
diminished prior to the consummation of any business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

                                       21

<PAGE>

The Company's auditors have included a "going concern" opinion in their report
on the Company's financial statements contained in this 10-KSB. Such auditor's
opinion indicates that it was prepared on the assumption that we continue as a
going concern. Nevertheless, our independent auditor believes there is
"substantial doubt" that we will be able to continue as a going concern. See
"Independent Auditors' Report" on page F-1 and Note 2A to audited Financial
Statements. The auditor notes that we are dependent upon the Company's ability
to generate a revenue stream from operations or seek alternative sources of
financing in order to meet its future financing requirements. We believe we are
taking the steps necessary towards developing and implementing our business plan
and are working towards generating sufficient levels of revenues to finance
operations that will lead to the elimination of such qualification from our
audited statements. However, we might not ever achieve profitability or generate
or sustain a revenue stream in the future.

Results of Operations

The Company has not conducted any operations in the last year and, other than
activities incident to locating an acquisition partner and effecting an
acquisition, does not expect to conduct substantial operations in the current
year. Net loss for the year ended December 31, 2003 amounted to $2,500.

Need for Additional Financing

The Company believes that its existing capital will be insufficient to meet the
Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for
the current fiscal year which should not exceed $50,000. The Company may rely
upon issuance of its securities to pay for all or a portion of the services
necessary to meet reporting requirements.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109") issued
by the Financial Accounting Standards Board ("FASB"), under which deferred tax
assets and liabilities are provided on differences between the carrying amounts
for financial reporting and the tax basis of assets and liabilities for income
tax purposes using the enacted tax rates.

Under SFAS 109, deferred tax assets may be recognized for temporary differences
that will result in deductible amounts in future periods. A valuation allowance
is recognized, if on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax asset will not be realized.

Federal Income Tax Aspects of Investment in the Company

The discussion contained herein has been prepared by the Company and is based on
existing law as contained in the Code, amended United States Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this 10-KSB. No assurance can be given that future legislative
enactments, administrative rulings or court decisions will not modify the legal
basis for statements contained in this discussion. Any such development may be
applied retroactively to transactions completed prior to the date thereof, and
could contain provisions having an adverse affect upon the Company and the
holders of the Common Stock. In addition, several of the issues dealt with in
this summary are the subject of proposed and temporary Treasury Regulations. No
assurance can be given that these regulations will be finally adopted in their
present form.

                                       22

<PAGE>

Basis in Common Stock

The tax basis that a Shareholder will have in his Common Stock will equal his
cost in acquiring his Common Stock. If a Shareholder acquires Common Stock at
different times or at different prices, he must maintain records of those
transactions so that he can accurately report gain or loss realized upon
disposition of the Common Stock.

Dividends on Common Stock

Distributions made by the Company with respect to the Common Stock will be
characterized as dividends that are taxable as ordinary income to the extent of
the Company's current or accumulated earnings and profits ("earnings and
profits"), if any, as determined for U.S. federal income tax purposes. To the
extent that a distribution on the Common Stock exceeds the holder's allocable
share of the Company's earnings and profits, such distribution will be treated
first as a return of capital that will reduce the holder's adjusted tax basis in
such Common Stock, and then as taxable gain to the extent the distribution
exceeds the holder's adjusted tax basis in such Common Stock. The gain will
generally be taxed as a long-term capital gain if the holder's holding period
for the Common Stock is more than one year.

The availability of earnings and profits in future years will depend on future
profits and losses which cannot be accurately predicted. Thus, there can be no
assurance that all or any portion of a distribution on the Common Stock will be
characterized as a dividend for general income tax purposes. Corporate
shareholders will not be entitled to claim the dividends received deduction with
respect to distributions that do not qualify as dividends. See the discussion
regarding the dividends received deduction below.

Redemption of Common Stock

The Company does not have the right to redeem any Common Stock. However, any
redemption of Common Stock, with the consent of the holder, will be a taxable
event to the redeemed holder.

The Company does not believe that the Common Stock will be treated as debt for
federal income tax purposes. However, in the event that the Common Stock is
treated as debt for federal tax purposes, a holder generally will recognize gain
or loss upon the redemption of the Common Stock measured by the difference
between the amount of cash or the fair market value of property received and the
holder's tax basis in the redeemed Common Stock. To the extent the cash or
property received are attributable to accrued interest, the holder may recognize
ordinary income rather than capital gain. Characterization of the Common Stock
as debt would also cause a variety of other tax implications, some of which may
be detrimental to either the holders, the Company, or both (including, for
example, original issue discount treatment to the Investors). Potential
Investors should consult their tax advisors as to the various ramifications of
debt characterization for federal income tax purposes.

                                       23

<PAGE>

Other Disposition of the Common Stock

Upon the sale or exchange of shares of Common Stock, to or with a person other
than the Company, a holder will recognize capital gain or loss equal to the
difference between the amount realized on such sale or exchange and the holder's
adjusted basis in such stock. Any capital gain or loss recognized will generally
be treated as a long-term capital gain or loss if the holder held such stock for
more than one year. For this purpose, the period for which the Common Stock was
held would be included in the holding period of the Common Stock received upon a
conversion.

State, Local and Foreign Taxes

In addition to the federal income tax consequences described above, prospective
investors should consider potential state, local and foreign tax consequences of
an investment in the Common Stock.

ERISA Considerations for Tax-Exempt Investors/Shareholders

General Fiduciary Requirements

Title I of ERISA includes provisions governing the responsibility of fiduciaries
to their Qualified Plans. Qualified Plans must be administered according to
these rules. Keogh plans that cover only partners of a partnership or
self-employed owners of a business are not subject to the fiduciary duty rules
of ERISA, but are subject to the prohibited transaction rules of the Code.

Under ERISA, any person who exercises any authority or control respecting the
management or disposition of the assets of a Qualified Plan is considered to be
a fiduciary of such Qualified Plan (subject to certain exceptions not here
relevant).

ERISA Section 404(a)(1) requires a fiduciary of a Qualified Plan to "discharge
his duties with respect to a plan solely in the interest of the participants and
beneficiaries and (A) for the exclusive purpose of: (i) providing benefits to
participants and their beneficiaries, and (ii) defraying reasonable expenses of
administering the plan; (B) with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims; (C) by diversifying the investments of a plan
so as to minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so; and (D) in accordance with the documents and
instruments governing the plan." Fiduciaries who breach the duties that ERISA
imposes may suffer a wide variety of legal and equitable remedies, including (i)
the requirement to restore qualified plan losses and to pay over any fiduciary's
profits to the qualified plan; (ii) removal as fiduciary of the qualified plan;
and (iii) liability for excise taxes that Section 4975 of the Code imposes.

                                       24

<PAGE>

Item 7.           Financial Statements.

The financial statements filed as part of this Annual Report on Form 10-KSB are
set forth starting on page F-1.































                                       25

<PAGE>

                                 WORLDTEK CORP.

                          INDEX TO FINANCIAL STATEMENTS




                                                                      Page

INDEPENDENT AUDITOR'S REPORT.. ...............................        F - 2

BALANCE SHEET ................................................        F - 3

STATEMENTS OF OPERATIONS .....................................        F - 4

STATEMENTS OF STOCKHOLDERS' DEFICIT ..........................        F - 5

STATEMENTS OF CASH FLOWS......................................        F - 6

NOTES TO FINANCIAL STATEMENTS.................................      F-7 - F-10
















                                      F - 1


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
Worldtek Corp.
Roslyn, NY


I have audited the accompanying balance sheet of Worldtek Corp. (the "Company")
as of December 31, 2003 and the related statements of operations, stockholders'
deficit, and cash flows for the years ended December 31, 2003 and 2002. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for our opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Worldtek Corp. as of December 31,
2003, and the results of its operations and its cash flows for the years ended
December 31, 2003 and 2002 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred significant
losses and has a working capital deficiency as more fully described in Note 2.
The Company anticipates that additional funding will be necessary to sustain the
Company's operations through December 31, 2004. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/ Allen G. Roth, P.A.
Allen G. Roth, P.A.
May 4, 2004


                                      F - 2

<PAGE>

                                 WORLDTEK CORP.

                      (FORMERLY LUNDELL TECHNOLOGIES, INC.)

                                  BALANCE SHEET

                                DECEMBER 31, 2003


                                     ASSETS

TOTAL ASSETS:                                                   $          -
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                      $        77,500
                                                                ----------------

STOCKHOLDERS' DEFICIT:
     Preferred stock, $.001 par value; 2,000,000 shares
         authorized, none issued and outstanding                $          -
     Common stock,  $.001 par value; 20,000,000 shares
         authorized, 3,189,784 issued and outstanding                     3,190
     Additional paid-in capital                                         478,810
     Accumulated deficit                                              (559,500)
                                                                ----------------
             TOTAL STOCKHOLDERS' DEFICIT                                (77,500)
                                                                ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $          -
                                                                ================





















                See accompanying notes to financial statements.

                                       F-3

<PAGE>

                                 WORLDTEK CORP.

                      (FORMERLY LUNDELL TECHNOLOGIES, INC.)

                            STATEMENTS OF OPERATIONS



                                                    Year Ended
                                                   December 31,
                                        --------------    ---------------
                                             2003               2002
                                        --------------    ---------------

     REVENUES:                          $        -        $         -

     EXPENSES:                                  2,500              2,500
                                        --------------    ---------------

     NET LOSS                           $      (2,500)    $       (2,500)
                                        ==============    ===============


     Net loss per common share (Basic
      and Diluted)                      $       -         $       -
                                        ==============    ===============

     Weighted average common shares
      outstanding                           4,314,784          5,439,784
                                        ==============    ===============















                See accompanying notes to financial statements.

                                       F-4

<PAGE>

                                 WORLDTEK CORP.

                      (FORMERLY LUNDELL TECHNOLOGIES, INC.)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

                                           Common Stock              Additional                            Total
                                      Shares             Par          Paid-in        Accumulated       Stockholders'
                                      Issued            Value         Capital          Deficit            Deficit
                                   --------------     -----------    -----------    --------------     --------------

<S>                <C> <C>             <C>          <C>            <C>           <C>                 <C>
Balance - December 31, 2001            5,439,784      $    5,440     $  476,560     $    (554,500)     $     (72,500)

Net loss                                    -               -              -               (2,500)            (2,500)
                                   --------------     -----------    -----------    --------------     --------------

Balance - December 31, 2002            5,439,784           5,440        476,560          (557,000)           (75,000)

Cancellation of shares (Note 5)       (2,250,000)         (2,250)         2,250              -                  -

Net loss                                    -               -              -               (2,500)            (2,500)
                                   --------------     -----------    -----------    --------------     --------------

Balance - December 31, 2003            3,189,784    $      3,190   $    478,810 $        (559,500)$          (77,500)
                                   ==============     ===========    ===========    ==============     ==============


</TABLE>








                 See accompanying notes to financial statements.

                                       F-5

<PAGE>

                                 WORLDTEK CORP.

                      (FORMERLY LUNDELL TECHNOLOGIES, INC.)

                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                                      Year Ended
                                                                     December 31,
                                                   ---------------------------------------------
                                                             2003                    2002
                                                   ---------------------    --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                <C>                                   <C>
Net loss                                           $             (2,500)                 (2,500)
Adjustments to reconcile net loss to net cash
 used in operating activities:
    Accounts payable and accrued expenses                         2,500                   2,500
                                                   ---------------------    --------------------

NET CASH USED IN OPERATING ACTIVITIES                              -                       -
                                                   ---------------------    --------------------

CHANGE IN CASH                                                     -                       -
CASH AT BEGINNING OF YEAR                                          -                       -
                                                   ---------------------    --------------------

CASH AT END OF YEAR                                $               -                       -
                                                   =====================    ====================


</TABLE>




       The Company was inactive during 2003 and 2002 and accordingly paid
       no interest or income taxes during those years.















                See accompanying notes to financial statements.

                                       F-6

<PAGE>

                                 WORLDTEK CORP.

                      (FORMERLY LUNDELL TECHNOLOGIES, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


1. ORGANIZATION AND BUSINESS

         Worldtek,  Corp. (the  "Company"),  formerly known as Lundell
         Technologies,  Inc. was incorporated in the state of  Washington in
         1940.  The Company  discontinued  operations  in 1996 and has been
         inactive  since that date. The Company  effected the name change to
         Worldtek  Corp. on December 17, 2003 and  concurrently authorized
         20,000,000  shares of common stock and 2,000,000  shares of preferred
         stock,  each with a par value of $.001 per share.

2. BASIS OF PRESENTATION

         The accompanying financial statements have been prepared on the basis
         that the Company will continue as a going concern, which contemplates
         the realization of assets and the satisfaction of liabilities in the
         normal course of business. The Company has incurred losses since
         inception. The financial statements reflect losses, working capital and
         total capital deficiencies and negative cash flows.

         The Company is dependent upon outside capital to continue in existence
         and to achieve profitable operations. Accordingly, management intends
         to raise working capital through equity financing arrangements and
         private placements.

3. SIGNIFICANT ACCOUNTING POLICIES

         Loss Per Share

         The Company reports loss per common share in accordance with Statement
         of Financial Accounting Standards ("SFAS") no. 128, "Earnings Per
         Share." The per share effects of potential common shares such as
         warrants, options, convertible debt and convertible preferred stock are
         not includable, as the effect would be antidilutive.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenue
         and expenses during the reporting periods. Actual results could differ
         from those estimates.




                                       F-7

<PAGE>

         Income Taxes

         The Company accounts for income taxes under the liability method, in
         accordance with the Statement of Financial Accounting Standards No. 109
         ("SFAS 109") "Accounting for Income Taxes". Accordingly, a deferred tax
         asset or liability is determined based upon the tax effect of the
         differences between the financial statement and tax basis of assets and
         liabilities as measured by the enacted rates in effect when these
         differences reverse.

         Fair Value of Financial Instruments

         Statement of Financial Accounting Standard No. 107 "Disclosures about
         Fair Value of Financial Instruments" (SFAS 107) requires the disclosure
         of fair value information of financial instruments whether or not
         recognized on the balance sheet, for which it is practicable to
         estimate the value. Where quoted market prices are not readily
         available, fair values are based on quoted market prices of comparable
         instruments. The carrying amount of accounts payable and accrued
         expenses approximates fair value because of the short maturity of those
         instruments.

         Stock Based Compensation

         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation," ("SFAS 123"), encourages, but does not
         require, companies to record compensation cost for stock-based employee
         compensation plans at fair value. The Company has chosen to account for
         stock-based compensation using the intrinsic value method prescribed in
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees", and related Interpretations. Accordingly, the
         Company measures compensation cost as the fair value of the stock at
         the date of the grant in excess of the amount an employee must pay to
         acquire the stock. The Company has adopted the "disclosure only"
         alternative described in SFAS 123 and SFAS 148, which require pro forma
         disclosures of net income and earnings per share as if the fair value
         method of accounting had been applied.

4. NEW ACCOUNTING PRONOUNCEMENTS

         In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting
         for Costs Associated with Exit or Disposal Activities." This Standard
         supercedes the accounting guidance provided by Emerging Issues Task
         Force Issue No. 94-3, "Liability Recognition for Certain Employee
         Termination Benefits and Other Costs to Exit an Activity" (including
         "Certain Costs Incurred in a Restructuring"). SFAS No. 146 requires
         companies to recognize costs associated with exit activities when they
         are incurred rather than at the date of a commitment to an exit or
         disposal plan. SFAS No. 146 is to be applied prospectively to exit or
         disposal activities initiated after December 31, 2002.





                                       F-8

<PAGE>

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation -- Transition and Disclosure -- an Amendment
         of FASB Statement No. 123." SFAS No. 148 provides alternative methods
         of transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. The Company does not
         currently intend to adopt the fair value based method of measuring
         compensation associated with stock awards and grants. As a consequence
         of continuing to utilize the intrinsic value method of measuring such
         compensation, the Company will be required to provide additional
         disclosures in its quarterly financial statements which will reflect
         the impact on net income and earnings per share on a pro forma basis as
         if the Company had applied the fair value method to stock-based
         employee compensation.

         In May 2003, the Financial Accounting Standards Board issued SFAS No.
         150, "Accounting for Certain Financial Instruments with Characteristics
         of both Liabilities and Equity." This Statement establishes standards
         for how an issuer classifies and measures certain financial instruments
         with characteristics of both liabilities and equity. It requires an
         issuer to classify a financial instrument that is within its scope as a
         liability (or an asset in some circumstances). SFAS 150 is effective
         for financial instruments entered into or modified after May 31, 2003
         and, otherwise is effective at the beginning of the first interim
         period beginning after June 15, 2003.

         In December 2003, the FASB revised its FASB Interpretation No. 46,
         Consolidation of Variable Interest Entities (FIN 46R). FIN 46R
         clarifies the application of Accounting Research Bulletin No. 51,
         Consolidated Financial Statements. FIN 46R requires that a business
         enterprise review all of its legal structures used to conduct its
         business activities, including those to hold assets, and its
         majority-owned subsidiaries, to determine whether those legal
         structures are variable interest entities (VIEs) required to be
         consolidated for financial reporting purposes by the business
         enterprise. A VIE is a legal structure for which the holders of a
         majority voting interest may not have a controlling financial interest
         in the legal structure. FIN 46R provides guidance for identifying those
         legal structures and provides guidance for determining whether a
         business enterprise shall consolidate a VIE. FIN 46R requires that a
         business enterprise that holds a significant variable interest in a VIE
         make new disclosures in their financial statements. The Company is
         required to adopt the provisions of FIN 46R commencing in 2004.

5. CANCELLATION OF SHARES

         In July 2003 the Company, Lundell Manufacturing Company, Inc ("LMCI"),
         and six individuals associated with LMCI entered into a settlement
         agreement and release of claims. Each individual agreed to return for
         cancellation all shares of the Company's common stock owned by them.
         Accordingly, a total of 2,250,000 shares owned by such individuals were
         cancelled. In 1998 Lundell Aquametrics, Inc., a wholly owned subsidiary
         of the Company, severed its relationship with the Company. A principal
         of Aquametrics returned for cancellation, 202,500 shares of common
         stock owned by him. Shares outstanding at December 31, 2001 give
         retroactive effect to this transaction.


                                       F-9

<PAGE>

6. INCOME TAXES

         The Company had net deferred tax assets of approximately $175,000 at
         December 31, 2003. The Company established a valuation allowance for
         the full amount of such deferred tax assets at December 31, 2003, as
         management of the Company is unable to determine that it is more likely
         than not that the deferred tax assets will be realized. Additionally,
         the limitations of Section 382 of the Internal Revenue Code would
         further impair the utilization of a net operating loss deduction.

         The following table reflects the Company's deferred tax assets at
         December 31, 2003:
           Net operating loss deduction                   $   175,000

           Valuation allowance                               (175,000)
                                                          ------------
                                                          $      -
                                                          ============

         The provision for income tax benefits differs from the amount computed
         by applying the statutory federal income tax rate to the loss before
         income taxes as follows:

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                                          December 31,
                                                       ---------------------------------------------------
                                                                 2003                          2002
                                                       ------------------------       --------------------
<S>                                                    <C>                            <C>
         Income tax benefit computed at                $                  (875)       $               (875)
         statutory rate

         Tax benefit not recognized                                        875                         875
                                                       ------------------------       --------------------
         Provision for income taxes (benefit)          $                  -           $               -
                                                       ========================       ====================
</TABLE>

         The net operating loss carryforward at December 31, 2003 was
         approximately $500,000 and expires in the years 2011 to 2021.

7. SUBSEQUENT EVENT

         During March 2004 the Company sold 35,000 common shares to five
         persons, through a private placement, for gross proceeds of $35,000.
















                                      F-10

<PAGE>

Item 8.           Changes In and Disagreements With Accountants on Accounting
                  and Financial Disclosure.
None

Item 8A. Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer ("Certifying
Officers") are responsible for establishing and maintaining disclosure controls
and procedures for the Company. The Certifying Officers have concluded (based on
their evaluation of these controls and procedures as of a date within 90 days of
the filing of this report) that the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-14(C) under the
Securities Exchange Act of 1934) adequately meet intended objectives and are
effective to ensure that all material information required to be filed in this
10-KSB have been made know to them in a timely fashion. As of this date, given
the small size of the Company and its limited operations over the last few
years, the Company utilized a preliminary and basic standard of internal
controls and procedures related to its financial reporting for the period
covered by this report. Management is in the process of developing and adopting
new and more stringent controls and procedures and anticipates such controls and
procedures to be in place prior to the end of calendar year 2004.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act are
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.

No significant changes were made in the Company's internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation, including any corrective actions with regard to significant
deficiencies or material weaknesses.

                                    PART III
Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance With Section 16(a) of the Exchange Act.

Set forth below is certain information concerning each director and executive
officer of the Registrant, including age, position(s) with the Registrant,
present principal occupation and business experience during the past five years.

Name                                 Age      Position

* Bernard Artz                       80       Chairman, Chief Executive Officer,
                                              President
Leonard Markman                      66       Vice President, Director
Jack Fishman                         74       Treasurer, Director
Donald H. Rizzuto, M.D.              70       Corporate Secretary, Director
Aaron Etra                           62       Director

* United States Securities and Exchange Commission ("SEC") pursuant to Section
21(a) of the Exchange Act issued a Formal Order of Private Investigation on
March 20, 2003, In The Matter of Neurotech Development Corporation (B-01933) to
investigate possible violations of the Exchange Act and Rules thereunder. While
depositions have been conducted and the SEC has recently indicated its intent to
proceed with this matter, no Complaint has been served to date. Bernard Artz,
and any other Neurotech Development Corporation personnel who may be named as
defendants in any complaint, intend to vigorously defend themselves.

The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.

The directors and officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which they will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month and individual to individual. Management
presently anticipates that Bernard Artz and Leonard Markham will each devote
approximately 100% of their time to the affairs of the Company.

                                       26

<PAGE>


Bernard Artz has been the Chairman of the Board of Directors, President and
Chief Financial Officer of the Company since January 1996 while under its former
name Lundell Technologies, Inc. In 2003, he assumed the title of Chairman of the
Board of Directors, Chief Executive Officer, and remains a Director. Between
November 1994 and January 1996, Mr. Artz was a Director of Lundell Technologies,
Inc., a Delaware Corporation. From 1994 to the present, Mr. Artz was Chairman
and Chief Executive Officer of Neurotech Development Corporation, a public
company listed for trading on the OTCBB under the symbol NEKDB (SEC File No.:
000-15179). From 1993 to 1996, he was a Vice-President and Director of Travel
Safety Corp. From 1999 to 1992, he was the President of Post Merchandising, Inc.

Leonard Markman has been a Vice-President and Director of the Company since the
beginning of 2004. Between November 1994 and January 1998, Mr. Markman was
Project Manager for Lundell Technologies, Inc. From 1994 to the present, he was
in charge of Stockholder Relations of Neurotech Development Corporation. Between
1986 and 1993, he was Director of Merchandising for Buyfinder International and
Post Merchandisers, Inc.

Jack Fishman has been the Treasurer and Director of the Company since the
beginning of 2004. He is a Human Resources and Payroll Director for Xantech
Corp. which is a subsidiary of Nortek Corp., a publicly traded Company. Mr.
Fishman has been a Certified Public Accountant with his own practice for over
twenty five years.

Dr. Donald H. Rizzuto has been the Corporate Secretary and Director of the
Company sicne the beginning of 2004. From 2000 to the present he was the Medical
Director of Neurotech Development Corporation. Between 1968 and 2002, he was
Attending Physician in the Department of Obstetrics and Gynecology at Franklin
Hospital Medical Center in Franklin Square, New York and Mercy Hospital Medical
Center in Rockville Center, New York. Since 1968, he has been a member of the
New York State Medical Society, the Nassau County Medical Society and the
American Medical Society.

Aaron Etra has been an attorney and counselor of law in New York and London,
England from 1970 to the present. He has been a Director of the Company since
the beginning of 2004. From July 1997 to the present he was the Founder and
Chairman of the Molecutec Group, PhV Corporation and Envirovitae comprised of a
group of leading scientists, businessmen and professionals focusing on
pioneering small molecule technology and its commercial applications for
healthcare, wellness, beauty and other consumer products and environmental
remediation. Since March 2002 to the present he was the Project Developer of
Sevensprings Centers for International Understanding Inc. and Wayneville
Conferrence Center LLC in Haywood County, North Carolina. Mr. Etra is on the
United Nations NGO/DPI Executive Committee and an NGO Representative of the
Mexican Academy of International Law.

The Company's last Form 10-KSB for fiscal year ended October 31, 1996 indicated
eight (8) persons as being officers and/or directors. Only one (1) of such
persons (Bernard Artz) still remains an officer and director. Indicated directly
below are the names, ages, positions and termination dates of each of the seven
(7) officers and directors who no long hold any position with the Company.

<TABLE>
<CAPTION>

Name                          Age      Position                                          Termination Date
----                          ---      ---------                                         ----------------
<S>                           <C>                                                                 <C>
Steven A. Massey              47       President and Director                            December 2001
Vernon Lundell                83       Director and Co-Chairman of the Board             July 2002
Lawrence Artz                 54       Vice President and Director                       February 2002
Stephen Paulsen               56       Vice President and Director                       July 2002
Steven Lundell                55       Vice President and Director                       July 2002
Howard Schachter              71       Director                                          June 1998
Joseph Cerra                  53       Secretary                                         December 2001

</TABLE>

Conflicts of Interest

No officer or director of the Company will devote full time to the affairs of
the Company, except at times when a business combination may be imminent. There
will be occasions when the time requirements of the Company's business conflict
with the demands of their other business. Such conflicts may require that the
Company attempt to employ additional personnel. There is no assurance that the
services of such persons will be available or that they can be obtained upon
terms favorable to the Company. In addition, in the future, one or more members
of management may become involved in the management of other companies.

                                       27

<PAGE>

Item 10. Executive Compensation.

Bernard Artz, Chairman, Chief Executive Officer and President of Worldtek had
entered into an oral three (3) year Employment Agreement with the Company on
November 1, 1996 which provided for annual salaries of $80,000 for the first
year, $100,000 for the 2nd year and $120,000 for the third year. No monies were
paid to Bernard Artz under such Agreement which accrued to salaries of $300,000.
Mr. Artz waived any and all right to all or any portion of such monies feeling
that such waiver would be in the best interest of Worldtek and its shareholders
so that it could have a "fresh start" without being burdened by the
above-referenced accrued salaries.

For the current calendar year ending December 31, 2004, no officer, director or
employee has a written contract or commitment to receive annual compensation in
excess of $100,000. They will receive no other form of compensation (other than
up to the aforesaid $100,000) from Worldtek until a written employment agreement
has been formally entered into between Worldtek and its officer(s) and/or
director(s)

Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of May 22, 2004 (except where otherwise noted)
with respect to (a) each person known by Worldtek to be the beneficial owner of
more than five percent of the outstanding shares of Common Stock, (b) each
director of the Worldtek, (c) Worldtek's executive officers and (d) all officers
and directors of Worldtek as a group. Except as may be indicated in the
footnotes to the table, all of such shares of Common Stock are owned with sole
voting and investment power. The title of class of all securities indicated
below is Common Stock with $.001 par value per share.

<TABLE>
<CAPTION>

Names and Addresses*                               1Number of Shares           1Percentage of Shares
Of Beneficial Owners                              Beneficially Owned              Beneficially Owned
--------------------                              ------------------              ------------------
<S>                                                          <C>                              <C>
Bernard Artz                                                 509,958                          15.81%
Leonard Markman                                               37,503                           1.16%
Jack Fishman                                                  22,502                           0.70%
Donald H. Rizzuto, M.D.                                          -0-                             -0-
Aaron Etra                                                       -0-                             -0-
** Lawrence Artz                                             509,958                          15.81%
Steven Massey                                                509,958                          15.81%
All Officers and Directors as a Group                        569,963                          17.67%
(5 Persons)
</TABLE>

* Unless otherwise indicated, each shareholder's address is c/o the Company at 3
Maplewood Lane, Roslyn, New York 11576. ** See footnote to Item 9 regarding SEC
formal order of investigation involving , Neurotech Development Corporation,
Lawrence Artz and Bernard Artz.
1 Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of the
Common Stock beneficially owned by them. A person is deemed to be the beneficial
owner of securities which may be acquired by such person within 60 days from the
date indicated above upon the exercise of options, warrants or convertible
securities. Each beneficial owner's percentage of ownership is determined by
assuming that options, warrants or convertible securities that are held by such
person (not those held by any other person) and which are exercisable within 60
days of the date indicated above, have been exercised. To date, the Company has
not granted any options, warrants or any other form of securities convertible
into its common stock.

Item 12. Certain Relationships and Related Transactions.

In the Spring of 2003, the Company set up its executive offices occupying one
floor of a house owned by its President in a residential area located at 3
Maplewood Lane, Roslyn, New York 11576; Telephone Number: 516-484-3131. This
space measures approximately 700 sq. ft. No written agreement exists and no rent
is currently being charged.

Item 13. Exhibits and Reports on Form 8-K.

(a)      31.1 Certification by Chief Executive Officer 31.2 Certification by
         Chief Financial Officer

         32.1     Certification by Chief Executive Officer
         32.2     Certification by Chief Financial Officer

(b) Reports on Form 8-K

None.

Item 14. Principal Accountant Fees and Services.

Audit fees: Total audit fees, billed during the last two (2) years (all related
to the audit included herein) amount to $5,000.

During the past 2 years, there were no Audit Related Fees, Tax Fees or Other
Fees billed by the Company's auditor.

                                       29

<PAGE>

                                   Signatures


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                               WORLDTEK CORP.
                                               (Registrant)

                                               /s/ Bernard Artz
                                               --------------------------------
                                                   Bernard Artz

                                               Date: August 25, 2004

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.

Signatures                  Titles                               Dates

/s/ Bernard Artz
-----------------           Chairman, Chief Executive Officer    August 25, 2004
Bernard Artz                 and President

/s/ Leonard Markman
-------------------         Vice President, Director             August 25, 2004
Leonard Markman

/s/ Jack Fishman
----------------
Jack Fishman                Treasurer, Director                  August 25, 2004

/s/ Donald H. Rizzuto
---------------------
Donald H. Rizzuto           Corporate Secretary, Director        August 25, 2004


--------------
Aaron Etra                  Director                             August  , 2004