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

                                   Form 10-K/A

                                 Amendment No. 1
(Mark One)
[xx]  ANNUAL REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES ACT OF 1934
      [Fee Required]
                    For the fiscal year ended - June 30, 1996
                                            OR
[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      of 1934      [No Fee Required]

For the transition period from__________ to______________

                         Commission File Number 0-12440

                          GENERAL GENETICS CORPORATION
                 ----------------------------------------------  
                 (Name of small business issuer in its charter)

          DELAWARE                                       84-0882076
-------------------------------              ----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

 770 South Post Oak Lane, Suite 690, Houston, TX                     77056
--------------------------------------------------------------      --------
(Address of principal executive offices) (as of date of filing)    (Zip Code)

Issuer's Telephone Number:        (713) 840-0230
                          -----------------------------------------
Securities registered under Section 12(b)of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 Par Value
                    ----------------------------------------
                                (Title of Class)

      Check  whether  the Issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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 [xx]
No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]

      The aggregate market value of the voting stock held by  non-affiliates  on
August 30,  1996,  based upon average bid and asked price of the Common Stock as
reported by the National Quotation Bureau, Inc. for such date, was approximately
$664,054.  The number of outstanding shares of the Registrant's  Common Stock on
August 30, 1996 was 250,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                          General Genetics Corporation

                                   FORM 10-K/A

                                 Amendment No. 1

                     For the Fiscal Year Ended June 30, 1996

      Form  10-K for the  fiscal  year  ended  June  30,  1996,  filed  with the
Commission on October 15, 1996, is hereby amended by amending and restating Item
8 in its entirety  pursuant to Exchange  Act Rule 12b-15 to add the  Independent
Auditor's Report of Paul Rosenberg as follows:


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

      The financial statements are filed pursuant to Item 14(a)1.



































                                            1


<PAGE>










                          Independent Auditor's Report
                          ----------------------------



Board of Directors and Stockholders
General Genetics Corporation

      We have audited the  accompanying  consolidated  balance  sheet of General
Genetics  Corporation  and  Subsidiaries  as of June 30,  1996  and the  related
consolidated statement of operations,  changes in stockholders' deficit and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

      We conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  consolidated  financial  position  of  General
Genetics  Corporation  and  Subsidiaries as of June 30, 1996, and the results of
their  operations  and their cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.



  /s/ Hein + Associates LLP
-----------------------------
Hein + Associates LLP
Certified Public Accountants

Houston, Texas
October 3, 1996


                                        2


<PAGE>



PAUL ROSENBERG
 CERTIFIED PUBLIC ACCOUNTANT

                                     333 WEST 52nd STREET, NEW YORK, N.Y. 10019
                                                   212/581-9099

                          Independent Auditor's Report
                          ----------------------------


Board of Directors and Stockholders
General Genetics Corporation

          I have  audited the  accompanying  balance  sheet of General  Genetics
Corporation  as of June  30,  1995 and the  related  statements  of  operations,
changes in  stockholders'  deficit  and cash flows for the years  ended June 30,
1995  and  1994.  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 generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable  assurance about whether the financial statement 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.
I believe that my audits provides a reasonable basis for my opinion.

          In my opinion,  the  financial  statements  referred to above  present
fairly,  the financial  position of General Genetics  Corporation as of June 30,
1995 and 1994, and the results of their  operations and their cash flows for the
years  ended June 30,  1995 and 1994,  in  conformity  with  generally  accepted
accounting principles.


                                          /S/ PAUL ROSENBERG
                                         ------------------------ 
                                         PAUL ROSENBERG, C.P.A.

New York, NY
October 18, 1996










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<PAGE>

                          GENERAL GENETICS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         June 30,
                                                                --------------------------    
                                                                   1995           1996
                                                                -----------    -----------
 

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES:                                                1996          1995
                                                                -----------    -----------
<S>                                                             <C>            <C>  
         Accrued expenses                                       $    23,000    $     5,900
                                                                -----------    -----------
                           Total current liabilities:           $    23,000    $     5,900
                                                                -----------    -----------

COMMITMENTS (Note 7)

STOCKHOLDERS' DEFICIT:
         Preferred stock, no par value; 150,000,000
           shares authorized; none issued                       $      --      $      --
         Common stock, $.001 par value; 500,000,000
           shares authorized, 227,000 shares
           issued and outstanding                               $       227    $       227
         Additional paid-in capital                               4,472,279      4,454,279
         Accumulated deficit                                     (4,495,506)    (4,460,406)
                                                                -----------    -----------
                  Total stockholders' deficit                   $   (23,000)   $    (5,900)
                                                                -----------    -----------

                  Total liabilities and stockholders' deficit   $      --      $      --
                                                                ===========    ===========
</TABLE>

















                 See Notes to Consolidated Financial Statements.

                                        4


<PAGE>



                        GENERAL GENETICS CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS



                                                   Years Ended June 30,

                                          1994            1995         1996
                                          ----            ----         ----
EXPENSES
Professional Fees                      $    --        $  (5,901)      $ (35,100)
                                       ---------      ---------       ---------

Net Loss                               $    --        $  (5,901)      $ (35,100)
                                       =========      =========       =========


Weighted Average Number of
Common Shares Outstanding                227,000        227,000         227,000

Loss per share                              --        $    (.03)      $    (.15)























                 See Notes to Consolidated Financial Statements.



                                        5


<PAGE>
                          GENERAL GENETICS CORPORATION

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                 Common      Additional
                                                  Stock        Paid-In      Accumulated
                                     Shares       Amount       Capital        Deficit
                                  ----------   -----------   -----------   ----------- 
<S>                                  <C>       <C>           <C>           <C>         
Balances, July 1, 1993               227,000   $       227   $ 4,449,279   $(4,454,505)

Net Loss                                --            --            --            --

Balances, June 30, 1994              227,000   $       227   $ 4,449,279   $(4,454,505)

Net Loss                                --            --            --          (5,901)

Convert accounts payable
    to capital contribution             --            --           5,000          --
                                  ----------   -----------   -----------   ----------- 

Balances, June 30, 1995                 --     $       227   $ 4,454,279   $(4,460,406)

Expenses paid by a shareholder
   on behalf of the Company             --            --          18,000          --
                                 -----------   -----------   -----------   -----------

Net Loss                                --            --            --         (85,100)
                                 -----------   -----------   -----------   -----------

Balances, June 30, 1996              227,000   $       227   $ 4,472,279   $(4,495,506)
                                 ===========   ===========   ===========   ===========
</TABLE>





   
















              See Notes to Consolidated Financial Statements.


                                        6


<PAGE>


                         GENERAL GENETICS CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  For The Years Ended June 30,
                                                  ----------------------------

                                                  1994        1995        1996
                                                  ----        ----        ----
OPERATING ACTIVITIES

   Net Loss                                    $    --     $(5,901)    $(35,100)

Expenses Paid by Shareholder
      on Behalf of Company                          --        --       $ 18,000
                                                -------    -------     --------


   Changes in Operating Assets
   and Liabilities:
      Decrease in Prepaid Expenses
        and Other Current Assets                    --           1         --
      Increase in Accrued Expenses             $    --     $ 5,900     $ 17,100
                                                -------    -------     --------

   Net Cash Used in Operating Activities       $    --     $  --           --
                                                -------    -------     --------



   Cash - Beginning of Year                         --        --           --
                                                -------    -------     --------

   Cash - End of Year                          $    --     $  --       $   --
                                                =======    =======     ========

SUPPLEMENTAL CASH FLOW
INFORMATION:

   Accounts Payable Converted To
   Capital Contribution                        $    --     $ 5,000     $   --











                 See Notes to Consolidated Financial Statements.


                                        7

<PAGE>
                          GENERAL GENETICS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Significant Accounting Policies

      A.    BASIS OF PRESENTATION

            The  consolidated  financial  statements  include  the  accounts  of
            General Genetics  Corporation and its 100% owned  subsidiaries  (the
            "Company").   All   intercompany   transactions  are  eliminated  in
            consolidation.

      B.    NATURE OF BUSINESS

            The Company was formed in 1982. In June 1982,  the Company  acquired
            100% of the  outstanding  shares of  BioTechnical  Resources  Group,
            Inc.,  a  company   engaged  in  the  development  and  research  of
            pharmaceutical products in the immunology field. The acquisition was
            accounted for under the pooling of interests method of accounting.

            In 1984,  the Company  acquired  100% of the  outstanding  shares of
            Tround GeoThermal  corporation ("Tround Geothermal") in exchange for
            the  issuance  of 125,000  shares of the  Company's  stock to Tround
            International,  Inc.  ("Tround").  The acquisition was accounted for
            under the purchase method of accounting. Tround Geothermal's charter
            was revoked in March 1994 due to  nonpayment  of Delaware  franchise
            taxes.

            The  business  activity  of  the  Company  has  been   substantially
            discontinued since 1986.

      C.    ESTIMATES

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

      D.    FAIR VALUE OF FINANCIAL INSTRUMENTS

            The Company's only financial  instruments  are accounts  payable and
            accrued expenses.  Management  believes the carrying amount of these
            financial instruments approximate their fair values.

      E.    LOSS PER COMMON SHARE

            The loss per share data was computed  based on the weighted  average
            number of common  shares  outstanding.  The Company  authorized  a 1
            share of new for 20 old share  reverse  stock  split on  August  30,
            1996.  All share and per share  amounts  have been  adjusted to give
            effect to the stock split.



                                        8

<PAGE>



      F.    INCOME TAXES

            The Company  accounts  for income taxes on the  liability  method as
            prescribed by Statement of Financial Accounting Standards No. 109.

2.    Marketable Equity Securities

      The Company has certain  marketable  equity  securities,  at June 30, 1996
      deemed by management to have no fair value.

3.    Notes Receivable - Other

      The Company had certain notes receivable, dated in 1984, for approximately
      $150,000  of which  management  has  deemed  uncollectable  and has  fully
      reserved for all years presented in the accompanying financial statements.

4.    Leases

      The Company rents no property and occupied  office space at the facilities
      of its  parent on a  rent-free  basis,  for all years  encompassed  by the
      accompanying financial statements.

5.    Income Taxes

      At June 30,  1996,  the  Company  had net  operating  loss carry  forwards
      (NOL's) of  approximately  $4,500,000  available to offset future  taxable
      income.  The carry forwards expire  beginning in 1997. These NOL's will be
      severely  limited  as to usage  because  of the  change of  control of the
      Company which occurred after year end.

6.    Related Parties Transactions

      During the year ended June 30, 1996, a majority  shareholder,  whose owner
      is also the President of the Company,  paid legal fees of about $18,000 on
      behalf  of  the  Company.  The  Company  incurred  no  liability  due  the
      shareholder.  These fees were  accounted  for as  contributed  capital and
      charged to expenses in the accompanying financial statements.

7.    Commitments

      On July 19,  1996,  the  Company  agreed to issue up to 250,000  shares of
      common  stock to a third  party in  exchange  for  consulting  services to
      assist in the acquisition of Private Mortgage Bankers, Inc.

8.    Stockholders' Deficit
        
      On August 19, 1994 Tround  International,  Inc.  ("Tround"),  the owner of
      125,000 shares of Registrant's  common stock,  constituting  approximately
      55% of the  227,000  issued  and  outstanding  shares of  common  stock of
      Registrant,   entered  into  an  agreement  with  Zapit  Technology,  Inc.
      ("Zapit")  and the  Registrant  whereby  Tround  agreed  to sell and Zapit
      agreed to purchase  115,000 of such shares (the "Sale  Shares").  The Sale
      Shares  represented  approximately  50.7% of the  issued  and  outstanding
      shares of common stock of the Registrant. The purchase price for the Sale

                                        9

<PAGE>



      Shares was $60,000, of which a deposit of $15,000 was paid to Tround on or
      about  September  16,1994.  The balance of the purchase  price was paid to
      Tround on or about January 23, 1995.

      In December 1995,  Zapit  Technology,  Inc., the owner of 115,000  shares,
      constituting  approximately  50.7% of the 227,000  issued and  outstanding
      shares of common stock of Registrant, entered into an agreement with Havon
      Funding,  L.P.,  a  limited  partnership  controlled  by Hans  and  Yvonne
      Morkner, ("Havon") pursuant to which Zapit transferred to Havon all of the
      115,000 shares of Registrant then owned by it.

      The Registrant acquired Private Mortgage Bankers,  Inc. on August 30, 1996
      in exchange for 20,313,000  shares of its common stock.  To consummate the
      acquisition, the Company increased the number of shares of common stock it
      is authorized to issue from 5,000,000 to 500,000,000  shares.  The Company
      also  approved a 1 (new) for 20 (old) reverse stock split upon the closing
      of this transaction.  Unless otherwise indicated,  all information in this
      Annual Report gives effect to the 1 for 20 reverse stock split.

      The Registrant's  acquisition of Private Mortgage Bankers, Inc. represents
      a reverse acquisition,  whereby for accounting purposes,  Private Mortgage
      Bankers,  Inc. was the acquiror.  For financial  statement  purposes,  the
      historical financial statements of the Registrant will be those of Private
      Mortgage Bankers, Inc. beginning on the closing date of the acquisition.

      The Board of Directors has the authority to issue up to 150,000,000 shares
      of "blank  check"  preferred  stock  with such  designations,  rights  and
      preferences as it may determine.























                                       10


<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto authorized.

                                          GENERAL GENETICS CORPORATION



                                          By:   /S/  E. DONALD DeYOUNG
                                                -----------------------------
                                                E. DONALD DeYOUNG, President

Dated: October 23, 1996













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