UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 
 
 FORM
10-KSB/A
 AMENDMENT NO. 1
 x
    **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGEACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER31,
      2004**
 
 **o**
    **TRANSITION
      REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934**
 **Commission
file number 000- 27243**
  
  WORLDTEQ
GROUP INTERNATIONAL, INC.
 **(Exact
name of registrant as specified in its charter)**
   **Nevada**
    **03-7392107****(State
      or other jurisdiction
      of**
    **(I.R.S.
      Employer****incorporation
      or organization)**
    **Identification
      No.)**
 **30
West Gude Drive, Rockville, Maryland 20850**
 **(Address
of principal executive offices) (Zip Code)**
 
 (301) 728-8744
 (Issuer's
telephone number, including area code)
 
  Securities
registered under Section 12(b) of the Exchange Act: None
 
 Securities
registered under Section 12(g) of the Exchange Act: COMMON
STOCK, $0.001 PAR VALUE
  (Title of
Class)
  
 1
 **
 
 Check
whether the issuer (1) filed all reports required to be filed by Section13 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 (2) has been subject
to such filing requirements for the past 90 days. Yes [X] NO [ ]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [X]
  TRANSITIONAL
SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [ ] NO [X ]
 The Index
of Exhibits filed with this Report begins on page 30 **** .
  WorldTeq
Group International Inc.'s revenues for its most recent fiscal year ended
December 31, 2004 were $341,199.
 On
December 31, 2004, the aggregate market value of the voting stock of WorldTeq Group
International, Inc. (consisting of common stock, $0.001 par value) held
by
 non-affiliates
of the Registrant (approximately 21,000,000 shares) was approximately
$2,310,000 based on the closing price for such common stock ($0.11)
on said date as reported by the OTC Bulletin Board.
 
 As of
December 31, 2004, there were 1,290,706 outstanding common shares of WorldTeq
Group International, Inc. common stock.
 
 2
 **
 
 WORLDTEQ
      GROUP INTERNATIONAL, INC.FORM
      10-KSB/A**TABLE OF CONTENTS**PagePART
      IItem
      1. Description of Business
    3Item
      2. Legal Proceedings.
    12Item
      3. Submission of Matters to a Vote of Security Holders
    12PART
      IIItem
      4. Market for Common Equity and Related Stockholder Matters
    12Item
      5. Management's Discussion and Analysis or Plan of
      Operation
    14Item
      6. Financial Statements.
    16Item
      7. Footnotes to Financial Statements
    16Item
      8. Changes In and Disagreements with Accountants on Accounting
      and Financial Disclosure
    16PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange
      Act
    16Item
      10. Executive Compensation
    19Item
      11. Security Ownership of Certain Beneficial Owners and
      Management
    20Item
      12. Certain Relationships and Related
      Transactions.
    21Item
      13. Exhibits and Reports
    22Signatures
    25
 
 3
 *Table of Contents*
 
 
 FORWARD
LOOKING STATEMENTS
 
 In
addition to historical information, this Report contains
forward-looking statements.
Such forward-looking statements are generally accompanied by words such as
"intends," "projects," "strategies," "believes," "anticipates," "plans," and
similar terms that convey the uncertainty of future events or outcomes. The forward-looking
statements contained herein are subject to certain risks and uncertainties
that could cause actual results to differ materially from those reflected
in the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in ITEM 6 of this Report,
the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date
hereof and are in all cases subject to the Company's ability to cure its current
liquidity problems. There is no assurance that the Company will be able to
generate sufficient revenues from its current business activities to meet day-to-day
operation liabilities or to pursue the business objectives discussed herein.
 
 The
forward-looking statements contained in this Report also may be impacted by future
economic conditions. Any adverse effect on general economic conditions and
consumer confidence may adversely affect the business of the Company.
  WorldTeq
Group International, Inc. undertakes no obligation to publicly
revise these
forward-looking statements to reflect events or circumstances that arise after the
date hereof. Factors that could cause actual results or conditions to differ
from those anticipated by these and other forward-looking statements include
those more fully described in the "Risk Factors" section and elsewhere in this
report. In addition, readers should carefully review the risk factors described
in other documents the Company files from time to time with the Securities
and Exchange Commission.
 
 
 ITEM 1.
DESCRIPTION OF BUSINESS
 
 CORPORATE
HISTORY
 
 WorldTeq
Group International, Inc. was incorporated under the laws of Nevada on October
13, 1997, and was originally named Halo Holdings of Nevada, Inc. On October
15, 2001, we amended our articles of incorporation to adopt our current name,
which we believe more accurately reflects the business in which we are now engaged.
 
 From the
date of our incorporation in 1997 until early 1999 our company was engaged
in skydiving and related business ventures. Between February and April 1999 we
sold our skydiving business and acquired three companies which were providers
of Internet connectivity and related products and services. Specifically,
in February 1999 we acquired Virtual Information Express, Inc. a Maryland
corporation, which provided outsourced Internet services such as e-commerce
applications and collaborative technologies. In March 1999, we acquired
Computer Ease LLC, a Maryland limited liability company which provided Web
design and development services to corporate clients and associations. Computer
Ease was merged into our subsidiary A1 Internet Services, Inc., a Delaware
corporation. In April 1999 we acquired Networld Ohio, Inc., an Ohio corporation,
which is an Internet service provider ("ISP") based in Freemont, Ohio. In
March 1999 we wound down Virtual Information Express. In November of 2000 we
formed WorldTeq Corporation, a Delaware Corporation, to focus on adding Long
Distance services to our product line. In May of 2003 Networld Ohio, Inc., a wholly
owned subsidiary of WorldTeq Group International, Inc., was sold to our former
president, Bruce Bertman for $1. WorldTeq recorded the sale as a credit to
additional paid in capital for the net liabilities totaling approximately $435,000.
Early in 2003 the company began a
proactive approach to expand its business by searching for merger and
acquisition candidates that would be beneficial to the company and it’s
shareholders. In
September of 2003 WorldTeq added financial services to its product line in
the form of Payroll services through its stored-value debit card product,
MonEcard. While much time and money was invested in attempting to enter and
succeed in the payroll service market, WorldTeq found it difficult to build and
maintain a customer base. The product has not been entirely shelved and the
company is currently looking into the retail aspect of the market in offering
the cards direct to single end-users or through a newtwork of resellers and
multi-level marketing organizations. During most of 2004, the company developed
a new online service, MundoTeq.com and soft launched the product in mid-October.
MundoTeq.com was created to be one of the first all Spanish web portals. The goal
was to make MundoTeq a place where all Spanish-speaking residents of the U.S.
can get news, entertainment, shopping and much more! Early in 2005 it was
decided to temporarily shelve the project for bo th lack
of major funding for marketing and to allow management to fully concentrate on
the company’s latest merger opportunity, to be discussed in a following section.
MundoTeq can either be re-launched in the future or can be sold as a complete
business .
 
 4
 *Table of Contents*
 
 OVERVIEW
 
 Currently,
we are a switch-less and facilities-based provider of Internet protocol and traditional
fiber-based communications services, including voice and data, along with toll
free and related services. We market our services to groups specializing
in specific ethnic demographics, residential communities located in major
metropolitan areas, associations, network marketing organizations, and multi-level-marketing
organizations (MLM's). Our goal is to become a leading provider
of communication services, including voice, data and Internet services to our
targeted markets, comprised of affinity communities. We provide our services
through a flexible network of owned, contracted facilities and resale
arrangements. We have an extensive network available
to us of IP gateways, international gateways, and domestic
switches.
  Through
our subsidiary WorldTeq Corporation we provide agents, associations, and businesses
with opportunities to generate revenues by supplying those associations,
individuals, and businesses with Internet technology and communications
solutions and services. Our products and services enable the agents
and affinity groups to offer their members, customers and others a variety
of revenue producing solutions and services without making large investments
in technology, infrastructure or staff. The principal products and services
which we offer are:
 
 - - Long
Distance Service
 - - Toll
Free Products
 - -
Financial Services / Corporate Payroll Solutions
 - -
Billing Services
 - -
Online Spanish language portal
 
 
 RECENT
DEVELOPMENTS
 
 The
company recently announced in the form of an 8-K filed with the SEC that it has
signed a plan of exchange to acquire Harbin Yinhai Technology Development
Company Ltd.
 
 On
January 21, 2005, the Registrant executed a Plan of Exchange (the "Agreement"),
between and among the Registrant, Harbin Yinhai Technology Development
Company Ltd., a corporation organized and existing under the laws of the
Peoples' Republic of China ("Yinhai"), and Progressive Media Group, Inc., XCL
Partners, Inc., Aero Financial, Inc. and Triple S Parts, Inc. (collectively, the
"Consultants").
  Pursuant
to and at the closing of the Agreement, the shareholders of Yinhai (the "Yinhai
Shareholders") will exchange all of their shares of registered capital of Yinhai
for 12,211,857 shares of common stock of the Registrant, or approximately 90% of
the Registrant's then outstanding shares of common stock. Upon completion of the
exchange, the registered capital of Yinhai will be transferred to the
Registrant, and Yinhai will become a wholly-owned subsidiary of the Registrant.
An executed copy of the  Initial Letter of Agreement is attached hereto as
Exhibit 1.1.
 
 Yinhai is
a commercial printing company located in Harbin, Peoples' Republic of China,
that, among other things, prints forms for use by banks in the Harbin area, and
it has approximately 200 employees. It had unaudited revenue of approximately
US$8.6 million in fiscal 2003, and net income of approximately US$1.57
million.
 
 The
company has filed a 14C and has obtained written consent from the majority of
the stockholders as of April 7, 2005, approving (i) a reverse split of the
Company’s common stock at a ratio of 1:30 (the "Re verse
Split"), and (ii) an amendment to the Company's Articles of Incorporation
changing the name of the Company to "China Printing Inc." (the "Name Change").
The Board of Directors of the Company unanimously approved the Name Change on
March 31, 2005 and the Reverse Split on April 1, 2005. Under Section 78.320 of
the corporate law of the State of Nevada, action by stockholders may be taken
without a meeting, without prior notice, by written consent of the holders of
outstanding stock having at least a majority of the voting power that would be
necessary to authorize the action at a meeting. No other vote or stockholder
action is required. You are hereby being provided with notice of the approval of
the Reverse Split and Name Change by less than unanimous written consent of the
stockholders of the Company.
 
 As a
legal matter, the exchange transaction will become effective when Articles of
Exchange are filed with the Secretary of State of the State of Nevada pursuant
to the Nevada Revised Statutes Section 92A-200. The name change has taken effect
and the company is now registered as China Printing Inc. and trades under the
symbol CHPI on the OTC BB. A preliminary 14C was filed on May 16, 2005.
 5
 *Table of Contents*
 
 2004 KEY
POINTS
 
 During
2004, WorldTeq has had a considerably negative year as far as its staple
business goes. Due to the concentration on developing MundoTeq and searching for
quality M&A candidates, WorldTeq witnessed its revenues cut to 50% and
because of capital investment in the development of MundoTeq the company
operated throughout the year at a loss. However, as the year ended , it appeared
that the company had found a good match in its search for M&A candidates and
discussions began in what has become the course we are on now of the merging of
Yinhai and WorldTeq.
  EMPLOYEES
 
 As of
December 31, 2004 we had 3 full time employees and 1 part time employee
categorized as follows:
 
 - - 2
full time employees in administration staff; and
 
 - - 1
full time and 1 part-time employee in product development and technical
operations
 
 There are
no collective bargaining agreements in effect. We believe the relationships
with our employees are good.
 
 INTELLECTUAL
PROPERTY
 
 We have
no patented technology that would preclude or inhibit competitors from entering
our market. We have entered into confidentiality and invention assignment
agreements with our employees to limit access to and disclosure of our
proprietary information. We intend to apply for copyrights as we develop new products
and solutions. There can be no assurance that these measures will prove sufficient
to prevent misappropriation of our intellectual property or to deter independent
third-party development of similar products.
 
 The FCC
has jurisdiction over all U.S. telecommunications common carriers to the
extent they provide interstate or international communications services. Wile
WorldTeq acts as a carrier reseller we still can be subject to the rules and
regulations set, so that the FCC's current and future policies could have a material
adverse effect on our business, operating results and financial condition.
 
 In
accordance with the FCC's Detariffing Order, our rates, terms and conditions for
interstate and international services are no longer set forth in tariffs filed
with the FCC. Nonetheless, we remain subject to the FCC's general requirements
that rates must be just and reasonable, and not unreasonably discriminatory,
and are also subject to the FCC's jurisdiction over complaints regarding
our services. The detariffing of domestic interstate and international
services may pose additional risks for us because we will no longer
have the benefit of the "filed rate doctrine." This doctrine enabled us to bind
our customers to the terms and conditions of the tariff without having each
customer sign a written contract and enabled us to change rates and services
on one day's notice. Since the rates and terms of service are no longer tariffed,
we may be subjected to increased risk of claims from customers involving
terms of service and rates that could impact our financial
operations.
  RISK
FACTORS
 
 You
should consider carefully the risks described below and other information in this Form
10-KSB. If any of the events identified in the following risk factors actually
occur, they could materially adversely affect our business, financial condition
and results of operations.
 
 6
 *Table of Contents*
 
 WE HAVE A
HISTORY OF LOSSES AND CANNOT BE CERTAIN WE WILL ACHIEVE POSITIVE CASH FLOW
 
 Since
inception, we have incurred significant operating losses and negative cash flow from
operations. Although we have made significant steps toward profitability,
we can give no assurances that we will not have continuing operating
losses in the future.
  Even
thereafter, we cannot be certain that we will achieve or sustain positive cash flow
or profitability from our operations. Our net losses and negative cash flow from
operating activities are likely to continue even longer than we currently
anticipate if:
 
 - - We
cannot establish and maintain a customer base that generates sufficient revenue;
 
 - -
Prices for our products or services decline faster than we have anticipated;
 
 - - We
cannot remain competitive in the innovation and quality of our products; and
 
 - - We
cannot attract and retain qualified personnel.
 
 OUR
ABILITY TO ACHIEVE OUR OBJECTIVES IS SUBJECT TO FINANCIAL, COMPETITIVE, REGULATORY,
LEGAL, TECHNICAL AND OTHER FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL.
 
 PURCHASES
AND SALES OF OUR STOCK ARE SUBJECT TO PENNY STOCK REGULATIONS
  Our stock
has had a market price of less than $5.00 per share. The SEC has adopted
regulations which generally define "penny stock" to be any equity security
that has a market price (as defined) less than $5.00 per share or an exercise
price less than $5.00 per share, subject to certain exceptions. During periods
when our common stock does not qualify for inclusion on the NASDAQ Small Cap
Market or is removed there from, the common stock may become subject to rules
that impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered
by these rules, the broker-dealer must make a special suitability determination
for the purchase of such securities and have received the purchaser's
written consent to the transaction prior to the purchase. Additionally,
for any transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the transaction, of a disclosure schedule prepared
by the SEC relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and
the broker-dealer's presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in
the account and information on the limited market in penny stocks. Consequently,
the "penny stock" rules may restrict the ability of broker-dealers to sell
our common stock and may affect the ability of investors to sell our common
stock in the public market.
  7
 *Table of Contents*
 
 OUR
LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO ASSESS OUR PAST PERFORMANCE AND
FUTURE PROSPECTS
 
 We have
limited historical operating and financial information, which may make ur
performance and our prospects difficult to evaluate. We have acquired five companies
since the beginning of 1999 and disposed of substantially all of the businesses
in which we were engaged in prior years. This limits the comparability
of our operating and financial information from period to period.
 
 Our
prospects need to be considered in light of the substantial risks, expenses, uncertainties
and difficulties frequently encountered by companies in the new nd
rapidly evolving markets for Internet products and services. Such risks include
the possibility that:
 
 - - We
may be unable to increase and sustain levels of interest in our products nd
services by Associations, membership marketing companies and ISPs;
 
 - - We
may fail to sell our products successfully through our direct sales force;
 
 - - Our
competitors may develop services or products similar or superior to our own;
 
 - -
Market prices for our products and services may fall as a result of competition
or other factors;
 
 - - We
may be unable to identify, attract, motivate and retain qualified personnel;
and
 
 - - We
may fail to fully integrate our existing operations the technology and operations
with any of the businesses that we might acquire.
 
 We cannot
be sure that we will be successful in addressing such risks, and the failure
to do so could have a material adverse impact on our business,
financial
 condition
and results of operation.
  WE ARE
DEPENDENT ON GLOBAL CROSSING FOR LONG DISTANCE AND OTHER VOICE
SERVICES
 
 Our
ability to offer end-user access to a tier one Voice network on an affordable
basis is dependent upon our relationship with Global Crossing. If this
relationship were to be terminated, or if the terms were to be substantially
amended, we might be required to enter into arrangements for services
with other providers on less favorable terms. There is no assurance that we
would be able to purchase voice services on comparable terms, and there is no
assurance that we would be able to pass on additional costs to our customers.
Our inability to obtain minutes on comparable terms could materially and
adversely affect our business, financial condition and results of operations.
 
 WE RELY
ON OTHERS TO MARKET OUR PRODUCTS AND SERVICES TO END-USERS
 
 We
believe that we may derive the majority of our recurring revenues from subscription
fees and fees for value added services paid by end-users of our products
and services. The amount of these revenues is dependent upon the level of
success achieved by resellers, membership marketing companies and multi-level market
organizations (MLM's) in marketing our products and services to their members
and customers. If sales to end-users do not meet our expectations, our business
would be adversely affected and we would be required to develop alternate
marketing and sales strategies.
 
 8
 *Table of Contents*
 
 WE ARE
SUBJECT TO RISKS AS WE MAKE ACQUISITIONS AND ENGAGE IN STRATEGIC ALLIANCES
 
 As part
of our business strategy, we may acquire, make investments in, or enter into
strategic alliances with companies in complementary businesses, so as to optimize
our market presence in the regions we presently serve and expand into other
regions. In particular, we intend to acquire local and regional ISPs and E-commerce
companies. Any such future acquisitions, investments or strategic alliances
would involve risks, such as:
 
 - -
Incorrect assessment of the value, strengths and weaknesses of acquisition and
investment opportunities;
 
 - -
Underestimating the difficulty of integrating the operations and personnel of newly
acquired companies;
 
 - -
Potential disruption of our ongoing business, including possible diversions of
resources and management time;
 
 - -
Potential inability to maintain uniform standards, control, procedures and policies;
and
 
 - - The
threat of impairing relationships with employees and customers as a result of
changes in management or ownership.
 
 We cannot
assure that we will be successful in overcoming these risks. Moreover, we cannot
be certain that any desired acquisition, investment or strategic alliance
could be made in a timely manner or on terms and conditions acceptable to us.
Neither can we assure that we will be successful in identifying attractive
acquisition candidates. We expect that competition for such acquisitions
may be significant. Competition for Internet companies is based on a number
of factors including price, terms and conditions, size, access to capital,
and ability to offer cash, stock or other forms of consideration. We may
compete with others who have similar acquisition strategies, many of whom may be
larger and have access to greater financial and other resources than those
available to us at any given time.
 
 An
additional risk associated with acquisitions is that many attractive acquisition
candidates do not have audited financial statements and have varying degrees
of internal controls. Although we may believe that the available financial
information for a particular business is reliable, we cannot guarantee that a
subsequent audit would not reveal matters of significance, including but not
limited to those in connection with liabilities, contingent or otherwise. We expect
that, from time to time in the future, we will enter into acquisition agreements,
the pro forma effect of which are not known and cannot be
predicted.
 
 SALES OF
SHARES BY OUR SHAREHOLDERS COULD DEPRESS OUR STOCK PRICE
 
 The
market price of our common stock could drop as a result of sales of a large number of
our shares in the public market. The perception that such sales may occur
could have the same effect. As of January 31, 2004, our executive officers,
directors and affiliates owned, directly or indirectly, less then 1% of our
common stock.
 
 WE ARE
SUBJECT TO SECURITY AND FRAUD RISKS
 
 Despite
our efforts to implement network security measures, such as limiting physical
and network access to our computers, our Internet infrastructure is vulnerable
to computer viruses, break-ins and similar disruptive problems caused by
customers, employees or other Internet users. Computer viruses, break-ins or other
disruptive or security problems could lead to interruptions, delays or cessation
in service to our Internet customers. Further, such inappropriate or unauthorized
use of the Internet could also potentially jeopardize the security of
confidential information stored in the computer systems of our customers and other
parties connected to the Internet, which may deter potential customers and give rise
to liability to users whose security or privacy has been violated. The security
and privacy concerns of existing and potential customers may inhibit the
growth of the Internet service industry in general and our customer base and revenues
in particular. A significant security breach could result in a loss of customers,
damage to our reputation, direct damages, costs of repair and detection
and other expenses. In addition, our revenues for any given period may be
adversely affected by fraud or debt collection problems that we experience. The
occurrence of any of these events could have a material adverse effect our business,
results of operations and financial condition.
 
 9
 *Table of Contents*
 
 WE MAY BE
HURT BY SYSTEM FAILURES
 
 Our
success is largely dependent upon our ability to deliver high speed, uninterrupted
access to the Internet. Any system failure that causes interruptions
in our operations could have a material adverse effect on us. We currently
rely upon our vendor's Internet Network. Failures in this or any other telecommunications
network on which we rely would result in customers' receiving no or
diminished access to the Internet.
  WE ARE
SUBJECT TO INTELLECTUAL PROPERTY RISKS
 
 Legal
standards relating to the validity, enforceability and scope of protection of
intellectual property rights in Internet-related industries are uncertain and still
evolving and we cannot be certain as to the future viability or value of any of
our intellectual property rights or those of other companies within the IT
industry. We cannot assure that the steps we have taken to protect our intellectual
property rights will be adequate or that third parties will not infringe
or misappropriate our proprietary rights. Any such infringement or misappropriation,
should it occur, could have a material adverse effect on our business,
results of operations and financial condition. Furthermore, we cannot be
certain that our business activities will not infringe the proprietary rights of others
or that such other parties will not assert infringement claims against us. We
anticipate that we may be subject to claims in the ordinary course of our business,
including claims of alleged infringement of the trademarks and other intellectual
property rights of third parties due to the dissemination of our content
or the provision of access by our online services to content made available
by third parties. Such claims and any resultant litigation, should it occur,
could subject us to significant liability for damages and could result in invalidation
of our property rights and, even if not meritorious, could be time-consuming
and expensive to defend, and could result in the diversion of management
time and attention, any of which could have a material adverse effect on our
business, results of operations and financial condition.
 
 We regard
substantial elements of our products and services as proprietary, and we
attempt to protect them by relying on trademark, service mark, trade dress, copyright
and trade secret laws and restrictions on disclosure and transfer of title. We
also enter into confidentiality agreements with our employees, suppliers,
distributors, consultants, vendors and customer and license agreements
with third parties and generally seek to control access to and distribution
of our technology, documentation and other proprietary information. We are
pursuing the registration of our service marks, but we currently have no patents
or applications for patents pending for our products or services. Effective
service mark, copyright and trade secret protection may not be available.
  WE DO NOT
EXPECT TO PAY DIVIDENDS
 
 The
Company does not anticipate paying cash dividends in the foreseeable
future.
  ITEM 2.
LEGAL PROCEEDINGS
  During
2004 WorldTeq Group International, Inc. nor any of its subsidiaries were
involved in any lawsuits or litigation.
 10
 *Table of Contents*
 
 ITEM 3.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 No
matters were submitted during the fourth quarter of the fiscal year covered by this
Report to a vote of security holders, through the solicitation of proxies
or otherwise. The annual shareholder meeting has been postponed to a date in
the near future.
  ITEM 4.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
 
 On
October 10, 1998 shares of our common stock, par value $.001, were initially available
to the public on the OTC Bulletin Board under the symbol "HALO". On May 24,
1999 the board of directors and shareholders approved a name change to A1
Internet.com Inc. and the symbol was changed to "AWON".
  On
January 4, 1999, the SEC approved amendments to Rules of the National Association
of Securities Dealers that limit quotations on the OTC Bulletin Board to
the stock of companies that are registered with the SEC under the Securities
Exchange Act of 1934. The letter "E" is affixed to ticker symbols of those
companies that have not completed the registration process with the SEC as of a
certain date and indicates that the affected company will be removed from the OTC
Bulletin board within 30 days. On November 19, 1999, an "E" was affixed to our
OTC Bulletin Board trading symbol and our common stock began trading under the
symbol "AWONE." Our common stock was removed from the OTC Bulletin Board on
December 16, 1999, because we had not then completed the registration process,
and began trading on the "Pink Sheets" of the National Quotation Bureau,
LLC. The closing price of our common stock on the OTC Bulletin Board $4.125 as
of December 15, 1999.
 
 In March
2000, we completed our registration under the Securities Exchange Act of 1934,
as amended. On March 20, 2000, our common stock was once again listed on the
OTC Bulletin Board and began trading under the symbol "AWON." In late 2000 an
"E" was affixed to our OTC Bulletin Board trading symbol and our
common
 stock
began trading under the symbol "AWONE. The closing price of our common stock on
the "Pink Sheets" of the National Quotation Bureau, LLC was $.26 as
of
 December
31, 2001. On March 22, 2002 our common stock was again listed on the OTC
Bulletin Board and began trading under the symbol "WTEQ" to reflect our name change.
The closing price of our common stock on the OTC was $0.11 as of December
31, 2004. Starting in April of 2005 the company has changed it’s name as part of
the merger conditions to China Printing Inc. and began trading under the symbol
“CPHI”
 
 The
following table sets forth, on a per share basis, the high and low sale prices
for our common stock as reported by the OTC Bulletin Board Market, for the
periods indicated. Such prices reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and do not necessarily represent actual
 transactions.
  HIGH
    LOW20031st
      Quarter
    0.090
    0.0402nd
      Quarter
    0.090
    0.0203rd
      Quarter
    0.110
    0.0104th
      Quarter
    0.130
    0.05020041st
      Quarter
    0.280
    0.1002nd
      Quarter
    0.360
    0.1303rd
      Quarter
    0.200
    0.0804th
      Quarter
    0.140
    0.090
 We have
not declared any cash dividends on the common stock. We intend to
retain future
earnings, if any, for use in our business and do not anticipate paying regular
cash dividends on the common stock.
  Approximately 431,396
shares of common stock issued to stockholders are available for resale under
Rule 144, subject to notice, volume and manner of sale restrictions under that
rule As of December 31, 2004, the Company had approximately 1,290,706
shares issued and outstanding of the common stock. As of December 31, 2004, we
had approximately 80 holders of our common stock. The number of record holders
was determined from the records of our transfer agent and does not include
beneficial owners of common stock whose shares are held in the names of various
security brokers, dealers, and registered clearing agencies. The transfer agent
for the Company is Corporate Stock Transfer, Inc. at 3200 Cherry Creek Drive
South, Suite 430, Denver, Colorado 80209.
 11
 *Table of Contents*
 
 RECENT
SALE OF UNREGISTERED SECURITIES:
 
 There
were no sales made of unregistered common stock during the year ended December
31, 2004
 
 OPTIONS
AND WARRANTS:
 
 In
February 2004, we registered 3,350,000 shares under our 2004 Employee Stock Option
Plan on a Form S-8. We granted our CEO, Jeffrey Lieberman an option to purchase
2,000,000 shares at an exercise price of $0.13 per share. We also granted
our VP of Sales, Brian Rosinski an option to purchase 350,000 shares at an
exercise price of $0.13 per share. For both options, 16.667% of the Shares subject
to the Option shall vest six months after February 25, 2004, and 1/36 of the
Shares subject to the Option shall vest each month thereafter, subject to the
Optionee continuing to be a Service Provider on such dates.
 
 In
February of 2004 the company issued 2,000,000 stock purchase warrants at .05
cents per share to XCL Partners for $100,000. Agreement
for this can be found as Exhibit 5.1
  On June
21, 2004 the company filed an SB-2 that allows the company to issue up to
8,000,000 shares of common stock, that are issuable upon exercise of common
stock purchase warrants. In December 2004, in exchange for services and cash, we
signed an agreement with XCL Partners and Chesapeake Group to issue 4,000,000
warrants for WorldTeq common stock under agreement as Exhibit 5.1 to XCL and 1
Million to Chesapeake at exhibit 5.2.
 Both
organizations are Investor Relations firms, and are to provide WorldTeq with
business development and strategic consulting services, including formal
presentations to potential business partners for merger and acquisition
opportunities.
  ITEM 5.
MANAGEMENT'S DISCUSSION AND ANALYSIS
 
 The
following discussion and analysis of the financial condition and results of operations
should be read in conjunction with the financial statements, related notes,
and other detailed information included elsewhere in this Form 10-KSB. Certain
information contained below and elsewhere in this Form 10-KSB, including information
regarding our plans and strategy for our business, are forward-looking
statements. See "Note Regarding Forward-Looking Statements."
  LIQUIDITY
AND CAPITAL RESOURCES
  During
2004, WorldTeq has had a considerably negative year as far as its staple
business goes. Due to the concentration on developing MundoTeq and searching for
quality M&A candidates, WorldTeq witnessed its revenues cut to 50% and
because of capital investment in the development of MundoTeq the company
operated throughout the year at a loss. However, as the year ended , it appeared
that the company had found a good match in its search for M&A candidates and
discussions began in what has become the course we are on now of the merging of
Yinhai and WorldTeq which could change its financial status for the
better.
  12
 *Table of Contents*
 
 RESULTS
OF OPERATIONS
 
 Total
sales for the year ending 2004 decreased from 2003 by approximately 58% to
$341,199. This was
largely due to the continuing decrease in long distance business based on
competition. Additionally, the company chose to focus on new markets, such as
with MundoTeq.com. If MundoTeq.com had fully launched it still would have taken
a solid year of ramping to recover most of the sales losses we witnessed in the
past 5 years. Just as in 2003, the sale of Networld had a significant impact on
the reduction of total sales. Additionally, the 2 nd half of
the year saw most of the company’s assets focusing finding M&A candidates.
As a result of these circumstances, our telecommunications revenue accounted for
almost 100% of our total revenue for 2004.
Our net loss for the year ending 2004 was $1,836,773 or $1.65 per share, compared
to $351,299 for 2003 or $0.45 per share.
 
 Cost of
sales for 2004 decrease from 2003 by 40%. This is due to the sale of Networld
and the removal of the unprofitable wholesale telecommunications business.
 
 Selling,
General and Administrative expenses for the period ending December 31, 2004
increased by $1,142,660 or 164% compared to the same period ending 2003. The
increase was due primarily to the fair value of warrants issued to consultants
for services. Our bad debt expense for 2004 was $0 compared to $24,920 for 2003.
This is due to the fact that while we had one large customer last year who
defaulted, the improvements in our new billing system make sure non paying
customers are no longer running long distance traffic through us.
 
 Interest
expense increased by 89% to $22,911 and depreciation expense totaled only
$12,690 for the period ending December 31, 2004 compared
to $37,091 for 2003
.
 13
 *Table of Contents*
 ITEM 6.
FINANCIAL STATEMENTS
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the
Board of Directors and Stockholders
WorldTeq
Group International, Inc.
Rockville,
Maryland

We have
audited the accompanying consolidated balance sheet of WorldTeq Group
International, Inc. and subsidiaries as of December 31, 2004, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the two years then ended. These financial statements are the
responsibility of WorldTeq's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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. We believe that our
audits provide a reasonable basis for our opinion.

In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of WorldTeq Group
International, Inc. as of December 31, 2004, and the results of its
operations and its cash flows for the two years then ended, in conformity with
accounting principles generally accepted in the United States.

The
accompanying financial statements have been prepared assuming that WorldTeq will
continue as a going concern. As discussed in Note 2 to the financial statements,
WorldTeq’s significant operating losses raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.


MALONE
& BAILEY, PC
www.malone-bailey.com
Houston,
Texas

May 19,
2005
 14
 WORLDTEQ
      GROUP INTERNATIONAL, INC.CONSOLIDATED
      BALANCE SHEETDECEMBER
      31, 2004ASSETSCURRENT
      ASSETS:Trade
      accounts receivable, net of allowance for
    
    $
    35,914doubtful
      accounts of $0Other
      current assets
    
    
    848Total
      current assets
    
    
    36,762Equipment,
      net of $83,630 accumulated depreciation
    
    
    7,185Customer
      base, net of $11,458 amortization
    
    
    38,542Total
      assets
    
    $
    82,489LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Convertible
      notes payable to stockholder
    
    $
    187,432Notes
      payable
    
    
    3,000Accounts
      payable
    
    
    318,292Accrued
      expenses
    
    
    70,438Total
      current liabilities
    
    
    579,162COMMITMENTS
      AND CONTINGENCIES
    
    
    -STOCKHOLDERS'
      DEFICIT:Series
      A convertible preferred stock, $.001 par;$4,749,989
      liquidation value 5,000,000 sharesauthorized;
      911,553 shares issued and outstanding
    
    
    911Common
      stock, $.001 par; 100,000,000 shares authorized;1,290,206
      shares issued and outstanding
    
    
    1,290Additional
      paid-in capital
    
    
    22,564,785Accumulated
      deficit
    
    
    (23,005,159
    )Shareholder
      receivable
    
    
    (58,500
    )Total
      stockholders' deficit
    
    
    (496,673
    )Total
      liabilities and stockholders' deficit
    
    $
    82,489
  See
accompanying summary of accounting policies and notes to
financial statements.
 15
 *Table of Contents*
  WORLDTEQ
      GROUP INTERNATIONAL, INC.CONSOLIDATED
      STATEMENTS OF OPERATIONSYEARS
      ENDED DECEMBER 31, 2004 and 20032004
    
    2003Sales
    
    $
    341,199
    
    $
    820,933Cost
      of sales
    
    
    292,138
    
    
    483,519Selling,
      general and administrative
    
    
    1,839,824
    
    
    697,164Depreciation
    
    
    12,690
    
    
    37,091Amortization
    
    
    11,458
    
    
    -Bad
      debts
    
    
    -
    
    
    24,920Total
      operating expenses
    
    
    2,156,110
    
    
    1,189,813Loss
      from operations
    
    
    (1,814,911
    )
    
    (421,761
    )OTHER
      INCOME (EXPENSE)Other
      Income
    
    
    1,049
    
    
    1,481Forgiveness
      of debt
    
    
    -
    
    
    81,088Interest
      expense
    
    
    (22,911
    )
    
    (12,107
    )NET
      INCOME (LOSS)
    
    $
    (1,836,773
    )
    $
    (351,299
    )Basic and
      Diluted loss per share:
    
    $
    (1.65
    )
    $
    (0.45
    )Weighted
      average shares outstanding
    
    
    1,115,605
    
    
    787,098
  See
accompanying summary of accounting policies and notes to
financial statements.
 16
 *Table of Contents*
  WORLDTEQ
      GROUP INTERNATIONAL, INC.CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' DEFICITYEARS
      ENDED DECEMBER 31, 2004 and 2003Preferred
      Stock
    
    Common
      StockShares
    
    Amount
    
    Shares
    
    AmountBalances,December
      31, 2002
    
    
    1,055,553
    
    $
    1,055
    
    
    721,000
    
    $
    721Sale
      of Networld
    
    
    -
    
    
    -
    
    
    -
    
    
    -Issuance
      of options to consultants
    
    
    -
    
    
    -
    
    
    -
    
    
    -Shares
      issued for debt
    
    
    -
    
    
    -
    
    
    197,725
    
    
    198Exercise
      of consultants options
    
    
    -
    
    
    -
    
    
    66,667
    
    
    67Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -Balances,December
      31, 2003
    
    
    1,055,553
    
    
    1,055
    
    
    985,392
    
    
    965Exercise
      of consultants warrants
    
    
    -
    
    
    
    
    
    300,000
    
    
    300Warrants
      to consultants
    
    
    -
    
    
    -
    
    
    -
    
    
    -Conversion
      of preferred shares into common
      shares
    
    
    
    
    
    (144,000
    )
    
    144
    
    
    4,815Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -Balances,December
      31, 2004
    
    
    911,553
    
    $
    911
    
    
    1,290,206
    
    $
    1,290
 
  See
accompanying summary of accounting policies and notes to
financial statements.


17
 *Table of Contents*




WORLDTEQ
      GROUP INTERNATIONAL, INC.CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' DEFICITYEARS
      ENDED DECEMBER 31, 2004 and 2003Paid-In
    
    Accumulated
    
    ShareholderCapital
    
    Deficit
    
    Receivable
    
    TotalBalances,December
      31, 2002
    
    $
    20,109,925
    
    $
    (20,817,087
    )
    $
    -
    
    $
    (705,386
    )Sale
      of Networld
    
    
    352,458
    
    
    -
    
    
    -
    
    
    352,458Issuance
      of options to consultants
    
    
    53,000
    
    
    -
    
    
    -
    
    
    53,000Shares
      issued for debt
    
    
    149,802
    
    
    -
    
    
    -
    
    
    150,000Exercise
      of consultants options
    
    
    99,933
    
    
    -
    
    
    -
    
    
    100,000Net
      loss
    
    
    -
    
    
    (351,299
    )
    
    -
    
    
    (351,299
    )Balances,December
      31, 2003
    
    
    20,765,119
    
    
    (21,168,386
    )
    
    -
    
    
    (401,227
    )Exercise
      of consultants warrants
    
    
    479,700
    
    
    (58,500
    )
    
    421,500Warrants
      to consultants
    
    
    1,319,827
    
    
    -
    
    
    -
    
    
    1,319,827Conversion
      of preferred shares into common
      shares
    
    
    
    
    
    139
    
    
    -
    
    
    -Net
      loss
    
    
    -
    
    
    (1,836,773
    )
    
    -
    
    
    (1,836,773
    )Balances,December
      31, 2004
    
    $
    22,564,785
    
    $
    (23,005,159
    )
    $
    (58,500
    )
    $
    (496,673
    )
  See
accompanying summary of accounting policies and notes to
financial statements.
 18
 *Table of Contents*




WORLDTEQ
      GROUP INTERNATIONAL, INC.CONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2004 AND 20032004
    
    2003CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
    
    $
    (1,836,773
    )
    $
    (351,299
    )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Non-cash
      stock and option compensation
    
    
    1,319,827
    
    
    53,000Depreciation
      and amortization
    
    
    24,148
    
    
    37,091Bad
      debt
    
    
    -
    
    
    24,920Change
      in assets and liabilities:Accounts
      payable
    
    
    74,342
    
    
    (49,856
    )Accrued
      expenses
    
    
    24,379
    
    
    52,559Deferred
      revenue
    
    
    -
    
    
    (51,616
    )Trade
      accounts receivable
    
    
    (3,685
    )
    
    21,825Other
      current assets
    
    
    (848
    )
    
    12,574Net
      cash used in operating activities
    
    
    (398,610
    )
    
    (250,802
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of equipment
    
    
    (54,609
    )
    
    -Net
      cash used in investing activities
    
    
    (54,609
    )
    
    -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from exercise of options
    
    
    421,500
    
    
    100,000Proceeds
      from notes payable
    
    
    3,000
    
    
    -Proceeds
      from shareholder note payable, net
    
    
    -
    
    
    97,609Capital
      contribution
    
    
    -
    
    
    -Payments
      on notes payable
    
    
    
    
    
    (3,088
    )Net
      cash provided by financing activities
    
    
    421,412
    
    
    197,609CHANGE
      IN CASH
    
    
    (31,807
    )
    
    (53,193
    )CASH
      AND CASH EQUIVALENTS, beginning of year
    
    
    31,807
    
    
    85,000CASH
      AND CASH EQUIVALENTS, end of year
    
    $
    -
    
    $
    31,807SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Payment
      of interest
    
    $
    -
    
    $
    -NON-CASH
      FINANCING ACTIVITIES:Stock
      issued notes payable
    
    $
    -
    
    $
    150,000Net
      liabilities assumed by Networld acquirer
    
    
    -
    
    
    352,458Exchange of preferred stock to common
      stock
    
    
    (144
    )
    
    -
   See
accompanying summary of accounting policies and notes to
financial statements.






19
 *Table of Contents*


WORLDTEQ GROUP INTERNATIONAL, INC.


NOTES TO
FINANCIAL STATEMENTS








**NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES**








Basis of
presentation: WorldTeq Group International, Inc. was originally created to act
as a holding for a multiple of wholly-owned subsidiaries and that financial
statements of all subsidiaries would be consolidated into one. During 2004
WorldTeq Corporation was the only subsidiary reporting financial statements for
said consolidation. Significant inter-company accounts and transactions have been
eliminated.





Estimates
and assumptions: Preparing financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses at the balance sheet date and for the period then ended. Actual results
could differ from these estimates.





Cash and
cash equivalents include all highly liquid investments purchased with original
maturities of three months or less. Restricted cash is a credit card merchant
cash deposit to secure customer credit card long distance payments.




Revenue
recognition. Revenue from long-distance services is recognized
when services are rendered. Deferred revenue represents collected prepaid
long-distance services.





An
allowance for doubtful accounts is provided based on credit
experience.





Property
and Equipment. The Company calculates depreciation for financial reporting
for its computers and other equipment using the straight-line method over the
useful lives of the assets, estimated at 3 - 5 years.




Income
taxes. Income taxes are computed using the tax liability method of accounting,
whereby deferred income taxes are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates that will be in effect when the differences reverse.





Loss per
Share. Basic loss per share equals net loss divided by weighted average shares
outstanding during the year. Diluted earnings per share include the impact of
common stock equivalents using the treasury stock method when the effect is
dilutive. There were no common stock equivalents during 2004 or
2003.




Stock
Based Compensation. The Company accounts for its employee stock-based
compensation plans under Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees. Worldteq granted options to purchase
2,350,000 shares of common stock to two employees during the three months ending
March 31, 2004. All options begin vesting six months after the date issued,
February 25, 2004, and vest 1/36 each month thereafter, have an exercise price
of $.13 per share and expire 10 years from the date of grant.
  The
following table illustrates the effect on net loss and net loss per share if
Worldteq had applied the fair value provisions of FASB Statement No. 123, *Accounting
for Stock-Based Compensation* , to
stock-based employee compensation.


For
      the year endedDecember
      31,2004
    
    2003Net
      loss available to common
    
    $
    (1,836,773
    )
    $
    (351,299
    )stockholders,
      as reportedLess:
      stock based compensationdetermined
      under fair valuebased
      method
    
    
    (281,771
    )
    
    -Pro
      forma net loss
    
    $
    (2,118,544
    )
    $
    (351,299
    )Basic
      and diluted net loss per shareAs
      reported
    
    $
    (1.65
    )
    $
    (0.45
    )Pro
      forma
    
    $
    (1.89
    )
    $
    (0.45
    )


New
Accounting Principles. WorldTeq does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on its financial position,
results of operations or cash flow.





20
 *Table of Contents*





**NOTE
2 - GOING CONCERN**
****
The
financial statements have been prepared assuming that WorldTeq will continue as
a going concern. WorldTeq has a significant accumulated deficit and working
capital deficiency at December 31, 2004 and is unable to meet its obligations as
they come due; all of which raise substantial doubt about WorldTeq's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be
necessary should WorldTeq be unable to continue as a going concern.

The
continued support of WorldTeq's creditors, lenders and shareholders is required
in order for WorldTeq to continue as a going concern. Management's plans to
support WorldTeq's operations include cutting overhead costs, borrowing
additional funds and raising additional capital. WorldTeq's inability to obtain
additional capital or obtain such capital on favorable terms could have a
material adverse effect on its financial position, results of operations and its
ability to continue operations.
****
**NOTE
3 - SALE OF NETWORLD**
****
In May
2003, Worldteq sold its Networld of Ohio subsidiary to a company owned by the
majority stockholder for $1 and the assumption of approximately $352,000 in net
liabilities. The transaction was recorded as an increase in additional paid-in
capital in 2003.

**NOTE
4 - CUSTOMER BASE**
****
In
February 2004, Worldteq purchased long-distance customer base for $50,000 incash.
This amount is being amortized over four years.
****
**NOTE
5 - NOTES PAYABLE**
****
In
February 2003, WorldTeq signed a note with the majority stockholder. This note
is secured by all asset of WorldTeq, bears interest at 8% and is due in monthly
installments of $4,000, with the balance due February 2004. The note is
convertible at the option of the holder at $.10 per share or the average of the
closing bid price for the prior 20 day period. During 2003, the holder of the
note converted $100,000 into 178,117 shares of common stock. On March 31,
2005,this debt to was settled in exchange for the issuance of 56,566 shares of
common stock.
****
A note to
a shareholder was past due at December 31, 2004 and incured interest at 15% and
was convertible at the option of the holder at $.10 per share or the average of
the closing price for the prior 20-day period. During 2003, the holder of the
note converted $50,000 into 19,608 shares of common stock. On March 31,
2005,this debt to was settled in exchange for the issuance of 19,394 shares of
common stock.
****
**NOTE
6 - INCOME TAXES**
****
WorldTeq
has had losses since inception and therefore has no income tax liability. The
net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$20,916,946 at December 31, 2004, and will expire in various years
through 2024.
****
Deferred
income taxes consist of the following at December 31, 2004:

Long-term:
Deferred tax assets   $ 7,111,762
Valuation allowance    (7,111,762)
------------
$           
 -
=========


21
 *Table of Contents*





**NOTE
7 - PREFERRED STOCK**
 
 Series A
Convertible Preferred Stock was issued in 1999 for net proceeds of $3,602,560.
It is convertible into the Company's common stock at any time at the option of
the holder on a one-for-one basis. This series is non-voting and pays no
dividends. The liquidation value is $4.50 per share. During 2004, 144,000 shares
were converted into 4,815 shares of common stock.
 
 **Note
8 - COMMON STOCK**
 
 In 2003,
Worldteq issued 66,667 warrants valued at $53,000 to consultants for services.
All of the warrants were exercised for a total of $100,000.
 
 In 2003,
note holders converted $150,000 of debt into 197,725 shares of common
stock
 
 In 2004,
WorldTeq issued 300,000 warrants valued at $1,319,827 to consultants for
services. All warrants were exercised for $480,000, of which $58,500 is still
owed by a shareholder.
 
 In 2005,
note holders converted $188,000 of debt into 75,960 shares of common stock (see note
5).
 
 
 **NOTE
9 - STOCK OPTIONS AND WARRANTS**
 
 WorldTeq's
Stock Option Plan provides for the grant of both qualified and non-qualified
options to directors, employees and consultants of WorldTeq, and opportunities
for directors, officers, employees and consultants of WorldTeq to make purchases
of stock in WorldTeq. In addition, WorldTeq issues stock warrants from time to
time to employees, consultants, stockholders and creditors as additional
financial incentives. The plan and warrants issuance are administered by the
Board of Directors of WorldTeq, who have substantial discretion to determine
which persons, amounts, time, price, exercise terms, and restrictions, if
any.
 
 WorldTeq
uses the intrinsic value method of calculating compensation expense for
employees, as described and recommended by APB Opinion 25, and allowed by FASB
Statement 123. During the years ended December 31, 2003 and 2004, no
compensation expense was recognized for the issuance of options and warrants to
employees, because no option prices were below market prices at the date of
grant.
 
 No
options were issued to employees in 2003. On February 25, 2004, Worldteq granted
options to purchase 2,350,000 shares of common stock to two employees. All
options begin vesting six months after the date issued, February 25, 2004, and
vest 1/36 each month thereafter, have an exercise price of $.13 per share and
expire 10 years from the date of grant.
 
 During
the year ended December 31, 2004, WorldTeq issued 9,000,000 warrants valued at
$1,319,827 to consultants. The stock-based compensation must be recorded at fair
value calculated using Black Scholes. Variables used in the Black-Scholes
option-pricing model include (1) 5.15% risk-free interest rate, (2) expected
life of five years, (3) 200% volatility and (4) zero expected
dividends.
 
 Summary
information regarding options and warrants is as follows:


22
 *Table of Contents*




**Weighted**
    
    
    
    **Weighted****Average**
    
    
    
    **average****Options**
    
    **Share
      Price**
    
    **Warrants**
    
    **Share
      Price**Year
      ended December 31, 2003:Granted
    
    
    -
    
    
    -
    
    
    2,000,000
    
    
    .10Excercised
    
    
    -
    
    
    -
    
    
    (2,000,000
    )
    
    -Outstanding
      atDecember
      31, 2003
    
    
    1,232,000
      $
    
    
    .29
    
    
    4,036,650
    
    $
    .66Year
      ended December 31, 2004:Granted
    
    
    2,350,000
    
    
    .13
    
    
    9,000,000
    
    
    .05Excercised
    
    
    -
    
    
    -
    
    
    (9,000,000
    )
    
    .05Expired
    
    
    -
    
    
    -
    
    
    (886,650
    )
    
    2.45Outstanding
      atDecember
      31, 2004
    
    
    3,582,000
    
    $
    .19
    
    
    3,150,000
    
    $
    .16
  Options
      outstanding and exercisable as of December 31, 2004:Outstanding
    
    ExercisableNumber
    
    Remaining
    
    NumberExercise
      Price
    
    of
      Shares
    
    life
    
    of
      Shares$.29
    
    
    87,000
    
    
    1
      years
    
    
    87,000.29
    
    
    145,000
    
    
    2
      years
    
    
    145,000.29
    
    
    600,000
    
    
    3
      years
    
    
    600,000.29
    
    
    400,000
    
    
    4
      years
    
    
    400,000.13
    
    
    2,350,000
    
    
    10
      years
    
    
    271,9913,582,000
    
    
    
    
    
    1,503,991Warrants
      outstanding and exercisable as of December 31, 2004:Outstanding
    
    
    ExercisableNumber
    
    
    Remaining
    
    
    NumberExercise
      Price
    
    
    of
      Shares
    
    
    life
    
    
    of
      Shares$2.75
    
    
    150,000
    
    
    2
      years
    
    
    150,000.03
    
    
    3,000,000
    
    
    2
      years
    
    
    3,000,0003,150,000
    
    
    
    
    
    3,150,000


23
 *Table of Contents*





**NOTE
10 - COMMITMENTS AND CONTINGENCIES**
 
 WorldTeq
has a dispute with its former long-distance carrier, relating to the balance due
owed to the carrier in 2002 when the relationship terminated. At December 31,
2002 WorldTeq had a liability recorded of approximately $222,000 and received a
credit totaling approximately $81,000 during 2003 leaving a liability of
approximately $141,000 at December 31, 2003. However, Worldteq had been invoiced
approximately $710,000. The disputed difference of approximately $488,000
relates mainly to charges incurred at various payphones. WorldTeq obtained a
waiver from liability from the payphones owner and from Qwest for any of these
charges. Management is currently in contact with Qwest and the differences are
being reviewed by the Qwest. Management believes WorldTeq is not liable for the
charges since waivers were obtained and has not recorded any liability related
to these payphone fees. If WorldTeq is ultimately responsible for the charges
they would be required to record an additional liability of approximately
$488,000. The carrier has not made demand for payment of the balance since early
2003.
 
 **NOTE
11 - MAJOR CUSTOMERS AND VENDORS**
 
 One
customer accounted for approximately 40% of Worldteq's revenues in 2004 and
2003. Global Crossing accounted for approximately 100% of long-distance carrier purchases
in 2004 and 2003.
 
 **NOTE
12 - RESTATEMENT**
 
 The
following summarizes the restatement of the balance sheet and income statement
for the related errors due primarily to a miscalculation of the fair value of
warrants issued to consultants for services and the effects of a 1:30 reverse
stock split.
  24
  CONSOLIDATED
BALANCE SHEET
 DECEMBER
31, 2004
  ASSETS
    
    Previously
    
    IncreaseCURRENT
      ASSETS:
    
    Stated
    
    (Decrease)
    
    RestatedTrade
      accounts receivable
    
    
    35,914
    
    
    
    
    
    35,914Other
      current assets
    
    
    848
    
    
    
    
    
    848Total
      current assets
    
    
    36,762
    
    
    
    
    
    36,762EQUIPMENT,
      net
    
    
    7,185
    
    
    
    
    
    7,185Customer
      base, net
    
    
    38,542
    
    
    
    
    
    38,542Total
      assets
    
    $
    82,849
    
    
    
    
    $
    82,849LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Notes
      payable
    
    $
    -
    
    $
    3,000
    
    $
    3,000Note
      payable stockholder
    
    
    187,432
    
    
    
    
    
    187,432Accounts
      payable
    
    
    327,272
    
    
    (8,980
    )
    
    318,292Accrued
      expenses
    
    
    4,800
    
    
    65,638
    
    
    70,438Payroll
      liabilities and taxes
    
    
    45,727
    
    
    (45,727
    )
    
    -Total current liabilities
    
    
    567,031
    
    
    12,131
    
    
    579,162COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      DEFICIT:Series
      A convertible preferred
    
    
    911
    
    
    
    
    
    911Common
      stock
    
    
    38,706
    
    
    (37,416
    )
    
    1,290Additional
      paid-in capital
    
    
    22,104,807
    
    
    459,978
    
    
    22,564,785Accumulated
      deficit
    
    
    (22,262,299
    )
    
    (742,860
    )
    
    (23,005,159
    )Total
      stockholders’ deficit
    
    
    (117,875
    )
    
    (378,798
    )
    
    (496,673
    )Total
      liabilities and stockholders’ deficit
    
    $
    449,156
    
    $
    (366,667
    )
    $
    82,489


25
 *Table of Contents*




CONSOLIDATED
STATEMENTS OF OPERATIONS
 YEAR
ENDED DECEMBER 31, 2004


Previously
    
    IncreaseCURRENT
      ASSETS:
    
    Stated
    
    (Decrease)
    
    RestatedSales
    
    $
    341,199
    
    $
    -
    
    $
    341,199Cost
      of sales
    
    
    299,618
    
    
    (7,480
    )
    
    292,138Selling,
      general and administrative
    
    
    817,332
    
    
    1,022,492
    
    
    1,839,824Bad
      debts
    
    
    -
    
    
    
    
    
    -Depreciation
    
    
    12,690
    
    
    
    
    
    12,690Amortization
    
    
    -
    
    
    11,458
    
    
    11,458Operating
      expenses
    
    
    1,129,640
    
    
    1,026,470
    
    
    2,156,110Loss
      from operations
    
    
    (788,441
    )
    
    (1,026,470
    )
    
    (1,814,911
    )OTHER
      INCOME (EXPENSE)Other
    
    
    (301,171
    )
    
    300,122
    
    
    1,049Interest
      expense
    
    
    (5,350
    )
    
    (17,561
    )
    
    (22,911
    )NET
      LOSS
    
    $
    (1,093,913
    )
    $
    (742,860
    )
    $
    (1,836,773
    )BASIC
      AND DILUTED LOSS PER COMMON SHARE:
    
    $
    (0.019
    )
    
    
    
    $
    (1.65
    )Weighted
      Average Common Shares Outstanding
    
    
    35,106,190
    
    
    
    
    
    1,115,605




26


**NOTE
13 - SUBSEQUENT EVENTS**

On April
6, 2005 Worldteq initiated a 1:30 reverse stock split and changed its name to
China Printing, Inc. All references to stock in these financial statements
reflect the reverse split.

On March
31, 2005, note holders converted $188,000 of debt into 75,960 shares of common
stock (see note 5).
 
 27
 
 ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE







PART
III





ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT





DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS




The
following table sets forth information regarding the executive officers and directors
of the Company as of March 5, 2004.




Name
    Age
    Position
    SinceJeff
      Lieberman
    36
    President,
      Treasurer and
      Chairman of the Board
      of Directors
    February
      2003Brian
      Rosinski
    29
    Secretary
      and Director
    April
      2003Timothy
      Carnahan
    36
    Director,
      and Chairman Of
      the Compensation Committee
    October
      2003
 
 
 JEFF
LIEBERMAN - Mr. Lieberman serves as our President, Treasurer and Chairman of the
Board of Directors. Mr. Lieberman has more than 10 years of experience in the high
technology industry. He has been with the company since its inception as a
private company through its acquisition by HALO Holdings in 1999 until today. He
graduated from the University of Maryland in 1991 with a Bachelor of Science
Degree in Personnel Management and Labor Relations. After completion of his
degree he studied for and passed his Series 6, 63, and series 7 tests to become a
fully licensed stockbroker and financial planner. After a short internship
with a small firm he accepted a position in 1991 with Robinson & Lukens, a
conservative brokerage house located in Washington D.C. There he worked
very closely with many retired clients with a structured focus on income and money
preservation investment strategies.





TIMOTHY
CARNAHAN - Mr. Carnahan serves as Director and Chairman of the Compensation
Committee. Mr. Carnahan is the President and Founder of CYIOS


Corporation,
a Washington DC based firm, founded in 1994. CYIOS is a defense contractor
offering services and products that reduce the time frame for achieving
mission-critical goals. With the Department of Defense being CYIOS's major
customer, Mr. Carnahan has security clearance at the Pentagon. CYIOS built the
Army Knowledge Online (AKO) to facilitate greater knowledge transfer amongst
Army personnel. Mr. Carnahan attended Old Dominion University in Norfolk,
VA from 1985 to 1989. He graduates with a Bachelors degree in Computer Science.





BRIAN
ROSINSKI - Mr. Rosinski serves as our Vice President of Sales, Secretary and
Director. Mr. Rosinski has more than 7 years of experience in the high technology
and customer service industries. He has been with the company since 2001.
Prior to his involvement with WorldTeq, Mr. Rosinski managed a customer service
call center for Teligent, Inc. from September 1999 until March
2001.





28
 *Table of Contents*




KEY
      CONSULTANTSThe
      following lists the key consultants to WorldTeq as of March 5,
      2004:Name
    FieldXCL
      Partners
    Investment
      Banking ConsultantChesapeake
    Investor
      Relations ConsultantThere
      are no other officers or significant
employees.


FAMILY
RELATIONSHIPS.




No family
relationships exist between the directors and the officers.





LEGAL
PROCEEDINGS.





CURRENT
DIRECTORS, EXECUTIVE OFFICERS AND THOSE NOMINATED TO BECOME A DIRECTOR OR
OFFICER:





During
the past five years, no current director, current executive officer, person
nominated to become a director of the Company:





(1) was a
general partner or executive officer of any business against which any
bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time; The officers and directors of the
Company due to the Operating Subsidiary filing a voluntary petition under
Chapter 11 of the Bankruptcy Code.





(2) was
convicted in a criminal proceeding or named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);





(3) was
subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities;
or





(4) was
found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended or vacated.





CONTROL
PERSONS:




In the
beginning of 2003, our former CEO and current control person, Bruce Bertman,
was convicted in the Southern District of Florida for wire, mail and securities
fraud and conspiracy in connection with the sale of WorldTeq Group International
common stock. There are no allegations of financial statement impropriety,
unlike recent actions taken against companies such as WorldCom. We have no
reason to believe our financial statements as filed with the SEC are in any way
inaccurate or will in any way require restatement.





29
 *Table of Contents*





OUTSTANDING
ISSUES INVOLVING PRIOR DIRECTORS AND/OR BOARD MEMBERS:





On March
30, 1999, our wholly-owned subsidiary, Skydive USA, was sold to Larry Kerschenbaum
and Thomas Keese, two of our founding shareholders, officers and


directors.
In consideration for Skydive USA, Messrs. Kerschenbaum and Keese returned
to us a total of 400,000 shares of our outstanding common stock.





The
company has a confessed judgment on file from Mr. Kerschenbaum in the amount of
$262,213.21 and has perfected its position in the state of Florida. The company
feels there is little chance of collection and has written this amount off.





SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder require
WorldTeq's officers and directors, and persons who beneficially own more than ten
percent of a registered class of WorldTeq's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange Commission
and to furnish WorldTeq with copies.





Based on its
reviews of the copies of the Section 16(a) forms received by it, or
written representations from certain reporting persons, WorldTeq Group International,
Inc. believes that, during the last fiscal year, the following individuals
satisfied their Section 16(a) filing requirements however on an untimely
basis: Jeff Lieberman and Brian Rosinski.




CODE OF
ETHICS





On March
31, 2003, the Board of Directors of the Company adopted a written Code of Ethics
designed to deter wrongdoing and promote honest and ethical conduct, full,
fair and accurate disclosure, compliance with laws, prompt
internal reporting and accountability to adherence to the Code of Ethics. This Code
of Ethics has been filed with the Securities and Exchange Commission as an
Exhibit to its Form 10-KSB for 2003.





ITEM 10.
EXECUTIVE COMPENSATION





(a)
GENERAL. No salary or regular compensation is paid to our directors. Pursuant
to our By-laws, directors are eligible to be reimbursed for their actual
out of pocket expenses incurred in attending Board of Directors meetings and other
director functions, as well as fixed fees and other compensation to be determined
by the Board of Directors. No such compensation or expense reimbursements
have been requested by the directors or paid to date. Salary amounts
paid and stock options granted to our executive officers are detailed in subsection
(b) below.





(b)
SUMMARY COMPENSATION TABLE. The following table sets forth certain summary information
concerning the compensation paid to the Chief Executive Officer and certain
executive officers for the fiscal years ended December 31, 2002 and 2003.





30
 *Table of Contents*




SUMMARY
COMPENSATION TABLE


Annual
      Compensation
    Long
      Term CompensationName
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Other
      Annual Compensation ($)
    Restricted
      Stock
      Award(s)($)
    Securities
      Underlying
      Options
      (#)
    LTIP
      Payouts ($)
    Other
      ($)Jeff
      Lieberman,
      CEO,
      President,
      Treasurer
      and
      Chairman
      of the
      Board
    2003
      
      2004
    51,321
      
      72,000
    
    50,000
      
      50,000
    N/A
      
      N/ABrian
      Rosinski, (1)
      Secretary
      and
      Director
    2002
      
      2003
    30,113
      
      36,113
    
    
    N/A
      
      N/ATim
      Carnahan, (2)
      Director
    2002
      
      2003
    
    
    N/A
      
      0
    N/A
      
      N/A


(1) Mr.
Rosinski has been a full time employee since 2001. He became a director and
executive officer in April 2003.





(2) Mr.
Carnahan has been a director since 2003. Mr. Carnahan did not receive any salary
or bonus.




(3) Mr.
Lieberman has been a full time employee of the company since 1999.





(c)
OPTION/SAR GRANTS. The Company has established the 2000 Incentive and Non-statutory
Stock Option Plan, which authorizes the issuance of up to 5,000,000
shares of the Company's common stock. The Plan will remain in effect until
2010 unless terminated earlier by an action of the Board. All employees, board
members and consultants of the Company are eligible to receive options under the
Plan at the discretion of the Board. Options issued under the Plan vest
according to the individual option agreement for each grantee. During 2002 and 2003
no options were issued under this plan.




31
 *Table of Contents*





In 2003
the Company established the WorldTeq 2003 Individual Employee Stock Plan (the
"2003 Plan"), which authorized the issuance of up to 5,000,000 shares of the
Company's common stock. The 2003 Plan will remain in effect until August 1, 2007
unless terminated earlier either by action of the board or an event specified
under the 2003 Plan. All employees, board members and consultants of the
Company are eligible to receive options under the Plan at the discretion of the
Board. Options issued under the Plan vest according to the individual option agreement
for each grantee. During fiscal year 2003 the company issued 4,000,000
warrants with a strike price of $.05 per share. Additionally the company
granted 1,000,000 warrants with a strike price of $.10 per share.




In 2004,
the company created the “The 2004 Employee Stock Option Plan,” which was used to
then grant 2,000,000 options to Jeffrey Lieberman and 350,000 options to Brian
Rosinski, with both being allowed to exercise, at whole or in part at 16.667% of
the Shares subject to the Option shall vest six months after the Vesting
Commencement Date, and 1/36 of the Shares subject to the Option shall vest each
month thereafter, subject to the Optionee continuing to be a Service Provider on
such dates.


The
following table sets forth certain summary information concerning options granted
to officers and directors in fiscal year 2004:




Option/SAR
      Grants in Last Fiscal YearIndividual
      Grants%
      of TotalNumber
      of Securities
    Options/SARsUnderlying
    Granted
      to
    Exercise
      orOptions/SARs
    Employees
      in
    Base
      Price
    ExpirationName
    Granted
      (#)
    Fiscal
      Year
    ($/Sh)
    DateJeff
      Lieberman,CEO,
      President, Treasurer andChairman
      of the Board
    0
    2,000,000Brian
      Rosinski,Secretary
      and Director
    0
    350,000Tim
      Carnahan, (2)Director
    0
    0
  (d)
AGGREGATE OPTION/SAR EXERCISES.
 The
following table summarizes information about options outstanding at December 31,
2003:
 Range
      of Exercise prices
    Number
    Outstanding
      Remaining Contractual Life$
      .05
    3,000,000
    2006$
      .05
    2,000,000
    N/A$
      .27
    850,000
    2006$
      .10
    1,000,000
    N/A
  32
 *Table of Contents*
 (e) LONG
TERM INCENTIVE PLAN AWARDS. No long-term incentive plans have been awarded.
 
 (f)
COMPENSATION OF DIRECTORS. No salary or regular compensation is paid to our directors.
Our directors are entitled to reimbursement of out of pocket expenses incurred
in connection with their duties as directors. To date, no such expenses have been
requested or paid.
 
 (g)
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. - None
 
 (h)
REPORT ON REPRICING OF OPTIONS/SARs. None.
  The
Company intends to maintain insurance against all liability incurred by its officers
and directors in defense of any actions to which they may be made parties
by reason of their positions as officers and directors and is in the process
of obtaining this insurance.
 
 Nevada
law authorizes a Nevada corporation to indemnify its officers and directors
against claims or liabilities arising out of such person's conduct as officers
or directors if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company.
The Articles of Incorporation provide for indemnification of the directors
and officers of the Company. In addition, the Bylaws of the Company provide
for indemnification of the directors, officers, employees, or agents of the
Company. In general, these provisions provide for indemnification in instances
when such persons acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Company.
  ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
 
 The
following table sets forth certain information regarding the ownership of WorldTeq
Group International's common stock and Series A preferred stock as of December
31, 2003, by each shareholder known by us to be the beneficial owner of more than
5% of WorldTeq Group International's common stock, each director and all
executive officers and directors as a group. Unless otherwise indicated by footnote,
each of the shareholders named in the table has sole voting and investment
power with respect to the shares of common stock beneficially
owned.
  TITLE
      OF CLASS
    NAME
      AND ADDRESS
    Number
      of
    %
      OFCommon
    Jeff
      Lieberman
    171,000(1)
    0.835225
      Pooks Hill Road, Apt A18SBethesda,
      MD 20814Common
    Bruce
      Bertman
    12,357,511
    36.7%10101
      Johns DriveDamascus,
      MD 20872Common
    All
      Executive officers andDirectors
      and affiliates as a group
    266,000(2)
    34.57
 Notes:
 (1) Mr.
Lieberman is our CEO and Chairman, and has sole voting authority for all
of these shares.
 
 (2) Total
includes, Mr. Jeff Lieberman only.
 
 33
 *Table of Contents*
 
 ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 (a) The
following transactions have been undertaken within the last three years with
related parties. BRUCE BERTMAN
 
 In May
2003, WorldTeq sold its Networld subsidiary to an entity owned by Bruce Bertman
for $1. WorldTeq recorded the sale as a credit to additional paid
in
 capital
for the net liabilities totaling approximately $435,000.
 
 In
September 2003, the board of directors approved the conversion of $100,000 of notes
payable to Bruce Bertman into 5,353,511 shares of common stock. The number of shares
issued was determined based on the formula outlined in Bruce Bertman's Secured
Convertible Promissory Note. The Note allowed Mr. Bertman to convert at the lower
of either $.10 per share or the average closing bid price of WTEQ common
stock for the prior 20-day period. The average closing bid was $0.018714 per share
for the period ended August 18, 2003 when Mr. Bertman converted.
  34
 *Table of Contents*
  SIGNATURE
 
 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.
 
 WorldTeq
Group International, Inc.
 
 /s/
Jeffrey Lieberman
 -----------------------------
 Jeffrey
Lieberman
 Chief
Executive Officer,
 President,
Treasurer and Chairman of the Board
 
 
 
 In
accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
 
 
 
 /s/
Jeffrey Lieberman
 -----------------------------
 Jeffrey
Lieberman
 Chief
Executive Officer,
 President,
Treasurer and Chairman of the Board
 
 /s/ Brian
Rosinski
 -----------------------------
 Brian
Rosinski
 Secretary
and Director
  
 Dated:
June 3, 2005
 
 35
 **