UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-K
(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

                     For the Fiscal Year Ended June 30, 1996

                                                                          Page
                                                                          ----

Part I.

Item 1.     Business........................................................ 1
Item 2.     Properties...................................................... 2
Item 3.     Legal Proceedings............................................... 2
Item 4.     Submission of Matters to a Vote of Security Holders............. 2

Part II.

Item 5.     Market for Common Equity and Related Stockholder Matters........ 3
Item 6.     Selected Financial Data......................................... 3
Item 7.     Management's Discussions and Analysis or Plan of Operation...... 4
Item 8.     Financial Statements and Supplemental Data...................... 4

Part III.

Item 9.     Disagreements with Accountants on Accounting
            and Financial Disclosure....................................... 12
Item 10.    Directors and Officers of Registrant........................... 13
Item 11.    Executive Compensation......................................... 14
Item 12.    Security Ownership of Certain Beneficial Owners and Management. 15
Item 13.    Certain Relationships and Related Transactions................. 17

Part IV.

Item 14.    Exhibits, Financial Statements, Schedules and Reports
            on Form 8-K ..................................................  17

SIGNATURES................................................................. 20




<PAGE>
                                    PART I
ITEM 1.   BUSINESS

History

      Registrant  was   incorporated  on  June  3,  1982  as  the  successor  to
BioTechnical  Resources  Group,Inc.  which had been  incorporated on November 3,
1981. It commenced  its business  opera tions  following  completion of a public
offering of its securities on December 19, 1982 and from that date until the end
of 1986,  when it  ceased  all  activities,  Registrant  was  engaged  solely in
research and development activities.  From 1982 until March 1984, Registrant was
engaged in the research and development of products in the immunology  field for
human application and of a number of veterinary vaccines.  Thereafter, until the
end of 1986, its  activities  were  conducted  solely  through its  wholly-owned
subsidiary  Tround  Geothermal  Corporation  ("Geothermal"),  and  consisted  of
limited  research and  development in connection  with its licensed  high-speed,
projectile rock drill for geo thermal applications. Registrant has never had any
revenues from its operations.  Unless context requires otherwise, all references
to "Registrant"  throughout this report are to General Genetics  Corporation and
its wholly-owned subsidiary, Tround Geothermal Corporation, collectively.

      Until October 16, 1990 Registrant's  common stock,  which is traded in the
over-the-counter  market,  was quoted in the National  Association of Securities
Dealers Automated Quotation ("NASDAQ") system under the NASDAQ symbol "GENG". On
that date,  Registrant's  common stock was deleted from that system by reason of
Registrant's  failure to  maintain  an asset  position  of at least  $750,000 in
accordance with NASDAQ requirements.  Since October 17, 1990 Registrant's common
stock has been quoted by the National Quotation Bureau in its "pink sheets," but
without  prices  until  September,  1995,  at  which  time it was  moved  to the
Electronic Bulletin Board trading symbol GENG.

Acquisition of Majority Interest

      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 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,  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.

Change in Control of Management

      The Company accepted Peter Zachery's  resignation  effective May 31, 1996,
at which time this  position  was filled by Hans  Morkner.  In June 1996,  Mello
Cottone  resigned as director and Ty Poirier  filled this vacancy.  Hans Morkner
now controls the management of the Registrant.

--------------------------------------------------------------------------------
Form 10-K                                                            Page 1

<PAGE>



Other Matters

      Registrant has no employees and pays no salaries,  wages,  fees or similar
compensation.  Registrant's administrative requirements,  such as they are, were
handled  without  charge by Tround until the January 1995  transfer by Tround to
Zapit, who then transferred controlling interest in Registrant to Havon Funding,
L.P., who is currently handling these requirements without charge.

Subsequent Events

      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.

Resignation of Officers and Directors

      On July 19, 1996 the  Registrant  accepted  the  resignations  of James N.
Juliana  and  Chor-Weng Tan.   Allen E Myers,  E.  Donald  DeYoung  and Louis J.
Blenderman  were elected to the Board of Directors at the  shareholders  meeting
held on August 30, 1996.


ITEM 2.   PROPERTIES.

      During the fiscal year ended June 30, 1995 and 1996,  Registrant  made its
headquarters at the Zapit offices in Santa Clara, California,  for which it paid
no rent or other office charges or overhead.


ITEM 3.   LEGAL PROCEEDINGS.

      No legal  proceedings  are pending to which the  Registrant  or any of its
property  is  subject,  nor  to  the  knowledge  of  Registrant  are  there  any
proceedings threatened.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      Registrant  submitted no matters to a vote of its security  holders during
the fiscal year ended June 30, 1996.

--------------------------------------------------------------------------------
Form 10-K                                                            Page 2


<PAGE>
                                   PART III

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS

      Until  October  16,  1990  Registrant's  common  stock  was  quoted in the
National  Association  of Securities  Dealer's  Automated  Quotation  ("NASDAQ")
system under the NASDAQ symbol "GENG". On that date,  Registrant's  common stock
was deleted  from that system by reason of  Registrant's  failure to maintain an
asset position of at least $750,000 in accordance with NASDAQ requirements.  The
Registrant's  common stock has been listed by the National  Quotation  Bureau in
its "pink sheets," but without prices until September, 1995 at which time it was
moved to the Electronic  Bulletin Board trading symbol GENG. The following table
sets forth representative high and low closing bid prices (as adjusted for the 1
for 20 reverse split) by calendar quarters as reported by the National Quotation
Bureau, Inc. from July 1, 1994 to June 30, 1996. Bid quotations represent prices
between  dealers,  do  not  include  mark-ups,   mark-downs  or  other  fees  or
commissions, and do not necessarily represent actual transactions.
 
                                               Bid Prices
      Calendar Quarter              -----------------------------
              Ended                 Low                     High
      ---------------------         ---                     ----
      September 30, 1994                        Unpriced
      December 31. 1994                         Unpriced
      March 31, 1995                            Unpriced
      June 30, 1995                             Unpriced
      September 30, 1995            $.40                    $.40
      December 31, 1995             $.40                    $.40
      March 31, 1996                $.60                    $.60
      June 30, 1996                 $.40                    $.60

      As of July 26, 1996,  the number of holders of record of the common stock,
$.001 par value, of Registrant was approximately 367.


ITEM 6.     SELECTED FINANCIAL DATA.

      The selected  statements  of  operations  and balance sheet data set forth
below are derived from the  financial  statements of the Company for each of the
years in the five-year  period ended June 30, 1996.  The  information  set forth
below should be read in  conjunction  with the audited  financial  statements of
Registrant and related notes appearing  elsewhere in this Report.  (See, ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.)

<TABLE>
<CAPTION>
                                                 Year Ended June 30, 1996
                               -------------------------------------------------------- 
                               1992         1993         1994         1995       1996
                               ----         ----         ----         ----       ----
<S>                             <C>          <C>          <C>       <C>        <C>   
Statement of Operations:
   Revenue                      --           --           --          --          --
   (Loss)                      (226,779)    (339,040)     --        (5,901)    (35,100)
   (Loss) per share            (   1.00)    (   1.49)     --        (  .03)    (   .15)
   Weighted average number
     of shares outstanding      227,000      227,000      227,000   227,000    227,000
Balance Sheet Data:
  Total assets                   1            1            1          --         --
  Long-term obligations         --           --           --          --         --
  Cash dividends declared
    per common share            --           --            --         --         --

</TABLE>

--------------------------------------------------------------------------------
Form 10-K                                                            Page 3


<PAGE>



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      The  following is  management's  discussion  and  analysis of  significant
factors  which have  affected  Registrant's  financial  position and  operations
during the fiscal years in the five-year period ended June 30,1996.

Liquidity and Capital Resources

      The  activities  of  Registrant  since  its  inception  in 1982  have been
financed  entirely  by  sources  other  than  operations.   Such  financing  was
principally  provided  by:  (i) the net  proceeds,  amounting  to  approximately
$2,468,834,  from a public  offering of  Registrant's  securities in 1982;  (ii)
interest  income earned on invested  funds;  and (iii) the sale of  Registrant's
biological research and related assets and equipment.

Results of Operations

      Registrant  is not presently  operational  and has not been engaged in any
active business operations since the latter part of 1986.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

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































--------------------------------------------------------------------------------
Form 10-K                                                            Page 4

<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








--------------------------------------------------------------------------------
Form 10-K                                                            Page 5


<PAGE>
                          GENERAL GENETICS CORPORATION


                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                       June 30,
                                                             ------------------------- 
                                                                  1995        1996
                                                                  ----        ----
<S>                                                          <C>          <C>  
                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES:                                               1996        1995
                                                                   ----        ----
         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.






















--------------------------------------------------------------------------------
Form 10-K                                                            Page 6


<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.
























------------------------------------------------------------------------------
Form 10-K                                                            Page 7


<PAGE>

<TABLE>
<CAPTION>

                         GENERAL GENETICS CORPORATION

                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                                            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.























--------------------------------------------------------------------------------
Form 10-K                                                            Page 8


<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.






--------------------------------------------------------------------------------
Form 10-K                                                            Page 9


<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.


--------------------------------------------------------------------------------
Form 10-K                                                            Page 10


<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 approxi  mately  $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
      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.

--------------------------------------------------------------------------------
Form 10-K                                                            Page 11

<PAGE>



      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 acquisi tion, 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.


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

      Changes in Registrant's Certified Public Accountant:

      (a)   Effective  September  11,  1996,  the Board of  Directors of General
            Genetics   Corporation   engaged  the  accounting  firm  of  Hein  +
            Associates LLP as independent  accountants  to the  Registrant.  The
            services  of  Paul  Rosenberg,  Certified  Public  Accountant,  were
            terminated for the convenience of the Company at that same meeting.

      (b)   During the most recent  fiscal year ended June 30, 1995,  and in the
            subsequent  interim periods up through the date of his  replacement,
            there were no  disagreements  with Paul Rosenberg,  Certified Public
            Accountant,  on any matter of  accounting  principles  or practices,
            financial statement disclosure,  auditing scope, or procedure or any
            reportable  event which,  if not so resolved to the  satisfaction of
            Paul Rosenberg,  Certified Public Accountant, would have caused said
            firm to make reference to the matter in their report.

      (c)   Paul  Rosenberg,  Certified  Public  Accountant's,   report  on  the
            financial  statements  for the  year  ended  June  30,1995  and 1994
            contained no adverse  opinion or  disclaimer  of opinion and was not
            qualified or modified as to  uncertainty,  audit scope or accounting
            principles.

--------------------------------------------------------------------------------
Form 10-K                                                            Page 12


<PAGE>



                                   PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

DIRECTORS

      The  following  sets  forth,  as  at  June  30,  1996,  the  directors  of
Registrant,  their  respective ages, the year in which each was first elected or
appointed a director, and any other office in Registrant held by each director.

                              Other Offices                      Director
           Name                  Held                 Age         Since
      ----------------        ------------            ---        --------  

      James N. Juliana        None                    76          1994
      Chor-Weng Tan           None                    61          1984
      Ty Poirier              None                    26          1996

      On July 19, 1996 Chor-Weng Tan and James N. Juliana  resigned as directors
for the Registrant.  Such resignations did not result from any disagreement with
Registrant  on any matter  relating  to  Registrant's  operations,  policies  or
practices.

      Allen E. Myers,  E. Donald DeYoung and Louis J. Blenderman were elected to
the Board of Directors at the annual shareholder's meeting on August 30, 1996.


EXECUTIVE OFFICERS

      The  following  sets forth the  executive  officers of  Registrant,  their
respective ages, the year in which each was first appointed an executive officer
of Registrant  and all  positions  and offices in  Registrant  held by each such
person as at June 30, 1996.

                                                                 Office Held
          Name                Office Held             Age           Since
      ----------------        ------------            ---        -----------  
      Hans Morkner            President               52           1996

      On May 31, 1996 Peter  Zachery  resigned as the  president of  Registrant.
Such  resignations did not result from any  disagreement  with Registrant on any
matter relating to Registrant's operations, policies or practices. In June 1996,
Hans Morkner was  appointed as the  president of  Registrant to fill the vacancy
thus created.


BUSINESS EXPERIENCE

      The following  summarizes the occupation and business experience during at
least five years preceding June 30, 1996 of each person who served as a director
and/or executive officer of Registrant at June 30, 1996.


--------------------------------------------------------------------------------
Form 10-K                                                            Page 13


<PAGE>



      JAMES N. JULIANA holds a B.A. degree from Washington College, Chestertown,
MD. He has been an officer and director of Tround International, Inc. since 1992
and 1984, respectively. He is and has since January 1984 been self-employed as a
business  consultant.  From May 1981 to  January  1984,  Mr.  Juliana  served as
Principal Deputy Assistant  Secretary of Defense inthe United States  Department
of  Defense.  From 1977 to 1981 he was  employed by Braniff  International  Inc.
(scheduled  airline) as Vice-President,  Federal Affairs.  Prior to 1977 he held
various  positions  with  the  United  States  government,  including  Executive
Director - Civil  Aeronautics  Board,  Counsel Senate Permanent  Subcommittee on
Investigations and Special Agent - Federal Bureau of Investigation.

      CHOR-WENG TAN holds the degrees of B.S. from the University of Evansville,
Indiana and M.S. and PhD. from the University of Illinois. Dr. Tan has served as
a director  of  Registrant  since  1984.  Since  January  1991,  he has been the
Managing Director for Education for the American Society of Mechanical Engineers
in New York City.  Dr. Tan was employed by the National  Science  Foundation  in
Washinton,  DC from July 1987 until  December  1990 as Program  Director  of its
Research Career Development Division,  Science and Engineering Education Branch.
From  1963 to July 1987 he served at The  Cooper  Union for the  Advancement  of
Science and Art ("Cooper Union") in New York City in various teaching capacities
and has served as Dean of its School of  Engineering  from 1975 and as Executive
Vice  President  of The Cooper Union  Research  Foundation  since 1976.  He is a
member of the Board of Trustees of The Cooper Union Research Foundation.
He has served as a director of Tround Internatonal, Inc. since 1981.

      HANS MORKNER has been the  Registrant's  secretary  since January 1995 and
its president  since June 1996.  Mr.  Morkner holds a B.A.  degree in Mechanical
Engineering  and an MBA in Finance from the University of  Copenhagen,  and a MA
degree in  International  Marketing  from the  University of Campinas in Brazil.
From 1966 to 1986, Mr. Morkner served as President of Cobb and Date  Consulting,
Inc. a consulting Company. From 1988 to 1990, Mr. Morkner served as President of
Digital  Consulting  Group,  Inc., a consulting  Company.  Mr. Morkner has been,
since 1990,  President of 4M  Development  Corporation  and a principal of Havon
Funding,  L.P., a limited  partnership which manages  portfolios in real estate,
oil,  cattle  and  start-up  companies.  Mr.  Morkner  has  served  as the Chief
Executive  Officer and Chairman of the Board of  Directors  of Zapit  Technology
International,   Inc.,   a   wholly-owned   subsidiary   of   Zapit   Technology
International,  Inc., a wholly-owned subsidiary of Zapit, since its formation on
July 5, 1994.

      TY POIRIER has been a director  for the  Registrant  since June 1996.  Mr.
Poirier has attended  University of Oregon and Arizona State University pursuing
his B.S. degree in Business Adminstration. Since 1993 he has served as President
of a real estate development company.


ITEM 11.   EXECUTIVE COMPENSATION

CASH COMPENSATION

      No executive  officer of Registrant  received from it  renumeration of any
kind during Registrant's fiscal year ended June 30, 1996.


--------------------------------------------------------------------------------
Form 10-K                                                            Page 14


<PAGE>



COMPENSATION PLANS

      Registrant is not, and was not during the fiscal year ended June 30, 1996,
a party to any employment  agreements or other plans for the compensation of any
executive officers or other persons.


STOCK OPTIONS

      There are,  and as at June 30,  1996,  there were,  no options of any kind
outstanding  for the purchase of common stock of Registrant  nor has  Registrant
ever  adopted or entered  into any plan or  agreement  for the issuance of stock
options of any kind.


DIRECTOR'S COMPENSATION

      The directors of Registrant  are not and have never been  compensated  for
their services as such.


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Any person who is an officer,  director, or the beneficial owner, directly
or indirectly,  of more than 10% of the outstanding  common stock of the Company
is required  under  Section  16(a) of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act") to file certain  reports with the  Securities and
Exchange  Commission  (the  "Commission")  disclosing  his  or her  holdings  or
transactions in any securities of the Company.  For purposes of this discussion,
all such persons required to file such reports will be referred to as "Reporting
Persons".  Every Reporting  Person must file an initial  statement of his or her
beneficial  ownership of the  Company's  securities on the  Commission's  Form 3
within ten days after he or she becomes a  Reporting  Person.  Thereafter  (with
certain limited  exceptions),  all changes in his or her beneficial ownership of
the  Company's  securities  must be  reported on the  Commission's  Form 4 on or
before  the 10th day after the end of the month in which such  change  occurred.
Certain changes in beneficial ownership are exempt from the Form 4 requirements,
but are  required  to be  reported  on a Form 5 within 45 days of the end of the
fiscal year in which such changes  occurred,  The Company knows of no person who
was a  Reporting  Person  during the fiscal  year ended June 30,  1996,  who has
failed to file any reports required to be filed during such period of Forms 3 or
4 with respect to his holdings or transactions in the Company's securities.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The  following  table sets  forth  information  with  respect to the share
ownership,  as of June 30, 1996 of those  persons  known to Registrant to be the
beneficial owners of more than 5% of Registrant's common stock, $.001 par value:

--------------------------------------------------------------------------------
Form 10-K                                                            Page 15


<PAGE>

--------------------------------------------------------------------------------
Name and Address            | Amount and Nature of    |      Percent of Class
of Beneficial Owner         | Beneficial Ownership    |
--------------------------------------------------------------------------------
Havon Funding, L.P.         |      215,000 (1)        |            50.7
15720 Simoni Drive          |                         |
San Jose, CA 95127          |                         
--------------------------------------------------------------------------------
Allen & Company Inc.        |      13,825 (2)         |             6.1
711 Fifth Ave.              |                         |
New York, NY 10022          |                         |
--------------------------------------------------------------------------------
Sherwood Securities Corp.   |        45,196           |            19.9
55 Broadway                 |                         |
New York, NY 10004          |                         |
--------------------------------------------------------------------------------

(1)   In  December  1995  Zapit   transferred  all  of  the  115,000  shares  of
      Registrant's  common  stock then  owned by it, to Havon  Funding  L.P.,  a
      limited partnership controlled by Hans and Yvonne Morkner. Hans Morkner is
      an officer of Registrant.

(2)   Includes shares owned beneficially by members of the Allen family in which
      Allen & Company Incorporated disclaims any beneficial interest.

SECURITY OWNERSHIP OF MANAGEMENT

Ownership of Registrant's Common Stock

The following table sets forth information  concerning the beneficial  ownership
of Registrant's  Common Stock, as at June 30, 1996, by (I) each person who was a
director,  (ii) Registrant's  executive officers, and (iii) all persons who were
directors  and  officers  of  Registrant,  as a  group,  and the  percentage  of
Registrant's  issued  and  outstanding  stock  represented  by  such  beneficial
ownership.

Name and Address              Amount and Nature of
of Beneficial Owner           Beneficial Ownership          Percent of Class
-------------------           --------------------          ----------------

James N. Juliana                    0                             0
1899 L Street, NW
Washington, DC 20036

Ty Poirier                          0                             0
11375 East Sahuaro #2029
Scottsdale, AZ 85259

Chor-Weng Tan                       0                             0
76 Echo Bay Drive
New Rochelle, NY 10805

Havon Funding, L.P.            115,000 (1)                       50.7
15720 Simoni Drive
San Jose,  CA 95127

--------------------------------------------------------------------------------
Form 10-K                                                            Page 16


<PAGE>

                                (Continuation):

Name and Address              Amount and Nature of
of Beneficial Owner           Beneficial Ownership          Percent of Class
-------------------           --------------------          ----------------

Hans and Yvonne Morkner               115,000 (1)                 50.7(1)
3170 De La Cruz Blvd, Suite 108
Santa Clara, CA 95054

All directors and officers            115,000 (1)                 50.7
as a group (5 persons)

(1)   In December 1995, Havon Funding, L.P., a limited partnership controlled by
      Mr. Morkner and his wife Yvonne  acquired  115,000 shares of  Registrant's
      common stock from Zapit.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Management and Others

      In  connection  with Zapit's  purchase of 115,000  Shares of  Registrant's
common  stock,  as  discussed in Item 1 of this  Report,  Registrant  and Tround
terminated the License and Development  Agreement  between Tround and Geothermal
and modified the terms under which Tround can acquire Geothermal.  These matters
are  discussed  in greater  detail in Item 5. "Other  Matters"  of  Registrant's
Current  Report  of Form 8-K,  dated  August  12,  1994,  under  the  respective
subcaptions,  "Termination  of License and  Development  Agreement" and "Sale of
Tround   Geothermal,"  which  discussions  are  hereby  incorporated  herein  by
reference.  In March 1994, the corporate charter of Geothermal was forfeited for
non-payment of corporate  franchise  taxes and remains  forfeited at the present
time.

Indebtedness of Management

      Registrant  has no policy or plans with  respect to the making of loans to
its officers and directors.

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as a part of this Annual Report:

(a)   FINANCIAL STATEMENTS                                                Page

      Report of independent accountant.................................... 5

      Balance sheets - June 30, 1996 and 1995..............................6






--------------------------------------------------------------------------------
Form 10-K                                                            Page 17


<PAGE>



                                                                          Page
      Statements of operations - Years ended June 30, 1994, 1995,
        and 1996.......................................................... 7

      Statements of changes in stockholders' deficit - Years ended
        June 30, 1994, 1995 and 1996...................................... 8

      Statements of cash flows - Years ended June 30, 1994, 1995
        and 1996.......................................................... 9

      Notes to financial statements...................................... 10


(b)   FINANCIAL STATEMENT SCHEDULES

      Financial  statement  schedules have been omitted for the reason that they
are not required or are not applicable,  or the required information is shown in
the financial statement notes thereto.


(c)   EXHIBITS

<TABLE>
<CAPTION>

         The exhibits filed as a part of this report are as follows:
                                                                            Exhibit No. as filed with
                                                                            Registration statement or
                                                                            Report specified below
                                                                            ----------------------
<S>                                                                                  <C> 
2    (a) Agreement and plan of reorganization, date April 19, 1984 (3)                2
     (b) Agreement and plan of merger, dated October 22, 1984 (1)                     2
     (c) Agreement and plan of reorganization, dated September 9, 1987 (5)
     (d) Acquisition Agreement among Registrant, Zapit Technology, Inc.
         and Tround International, Inc., dated August 19, 1994 (6)                    2

3    (a) Certificate of incorporation (2)                                             3(a)
     (b) Amendment to Certificate of Incorporation filed June 17, 1996                3(b)
     (c) By-laws (2)                                                                  3(b)

4        Specimen common stock certificate (2)                                        4(a)

10   (a) License agreement between Tround International, Inc. and
         Tround Geothermal Corp., dated April 10, 1984 (3)                           10
     (b) Agreement and development plan, dated May 14, 1984 (4)                      10.1
     (c) Recision and Option Agreement between Registrant, Tround
         Geothermal Corporation, and Tround International, Inc.,
         dated October 7, 1994 (6)                                                   10

21       Notice to stockholders of Registrant under Rule 14f-1,
         dated May 7, 1984 (4)                                                       21.1

27       Financial Data Schedule (Electronic filing only)                            27.1 

</TABLE>


--------------------------------------------------------------------------------
Form 10-K                                                            Page 18


<PAGE>




Notes:

(1)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated  above,  to the annual  report of Registrant on Form 10-K for
      the year ended June 30,  1984,  which  exhibit is  incorporated  herein by
      reference.

(2)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated  above, to the  registration  statement of Registrant on Form
      S-18,  File  No.  2-79475-D,  which  exhibit  is  incorporated  herein  by
      reference.

(3)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated above, to the current report of Registrant on Form 8-K, dated
      April 25, 1984, which exhibit is incorporated herein by reference.

(4)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated above, to the current report of Registrant on Form 8-K, dated
      May 10, 1984, which exhibit is incorporated herein by reference.

(5)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated  above,  to the annual  report of Registrant on Form 10-K for
      the year ended June 30,  1987,  which  exhibit is  incorporated  herein by
      reference.

(6)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as indicated above, to the current report of Registrant on Form 8-K, dated
      August 12, 1994, which exhibit is incorporated herein by reference.

REPORTS ON FORM 8-K

      On May 15, 1996 the Registrant filed a Form 8-K.




















--------------------------------------------------------------------------------
Form 10-K                                                            Page 19


<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





      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities on the date(s) indicated.

SIGNATURES                    TITLE                         DATE

Principal Executive Officer:


 /s/ E. Donald DeYoung        President                     October 3, 1996
----------------------------
E. DONALD DeYOUNG

A Majority of the board of directors:


 /s/ E. Donald DeYoung        Director                      October 3, 1996
----------------------------
E. DONALD DeYOUNG


 /s/ Allen E.Myers            Director                      October 3, 1996
----------------------------
ALLEN E. MYERS


  /s/ Louis J. Blenderman     Director                      October 3, 1996
----------------------------
LOUIS J. BLENDERMAN







--------------------------------------------------------------------------------
Form 10-K                                                            Page 20


<PAGE>
                                    EXHIBITS
                        ---------------------------------


                          GENERAL GENETICS CORPORATION

                                    FORM 10-K
                        ---------------------------------


                                  Exhibit Index

      The exhibits  indicated below as having heretofore been filed with another
document with the Securities and Exchange  Commission are incorporated herein by
reference.

<TABLE>
<CAPTION>
                                                            Exhibit No. as filed
                                                              with registration
                                                             statement or report
                                                               specified below    Page No.
                                                               ---------------    --------
<S>                                                                 <C>            <C>   
2    (a) Agreement and plan of reorganization, dated
         April 19, 1984 (3)                                           2
     (b) Agreement and plan of merger, dated
         October 22, 1984 (1)                                         2
     (c) Agreement and plan of reorganization, dated
         September 9, 1987 (5)
     (d) Acquisition Agreement among Registrant, Zapit
         Technology, Inc. and Tround International, Inc.
         Dated August 19, 1994 (6)                                    2

3    (a) Certificate of incorporation (2)                           3(a)
     (b) Amendment to Certificate of Incorporation filed
         June 17, 1996                                                             23
     (c) By-laws (2)                                                3(b)

4        Specimen common stock certificates (2)                     4(a)

10   (a) License agreement between Tround International,
         Inc. and Tround Geothermal Corp., dated
         April 10, 1984 (3)                                          10
     (b) Agreement and development plan, dated
         May 14, 1984 (4)                                           10.1
     (c) Rescission and Option Agreement between
         Registrant, Tround Geothermal Corporation,
         and Tround International, Inc., dated
         October 7, 1994 (6)                                         10

21       Notice to stockholders of Registrant under
         Rule 14f-1, dated May 7, 1984 (4)                          21.1

27       Financial Data Schedule (Electronic filing only)           27.1
</TABLE>

 






------------------------------------------------------------------------------
Form 10-K                                                            Page 21

<PAGE>



Notes:

(1)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated above, to the annual report of Registrant of Form 10-K for the year
   ended June 30, 1984, which exhibit is incorporated herein by reference.

(2)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated  above, to the  registration  statement of Registrant of Form S-18,
   File No. 2-79475-D, which exhibit is incorporated herein by reference.

(3)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated above, to the current report of Registrant on Form 8-K, dated April
   25, 1984, which exhibit is incorporated herein by reference.

(4)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated  above,  to the current report of Registrant on Form 8-K, dated May
   10, 1984, which exhibit is incorporated herein by reference.

(5)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated above, to the annual report of Registrant on Form 10-K for the year
   ended June 30, 1987, which exhibit is incorporated herein by reference.

(6)Filed with the Securities and Exchange Commission as an exhibit,  numbered as
   indicated  above,  to the current  report of  Registrant  on Form 8-K,  dated
   August 12, 1994, which exhibit is incorporated herein by reference.

























--------------------------------------------------------------------------------
Form 10-K                                                            Page 22