FORM 10-KSB.-- ANNUAL REPORT UNDER SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    (Last amended by 34-32231, eff. 6-3-93)

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

                                   FORM 10-KSB

[X] Annual Report Under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the fiscal year ended  December 31, 1999
                         -------------------------------------------------------
                                       or

[ ] Transition Report Under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the transition period from                       to
                                     --------------        -------------

Commission file number               2-54020
                                     -----------------------------------
                      American Geological Enterprises, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Utah                                  87-0273300
     --------------------------------       -------------------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                 1730 South 1100 East, Salt Lake City, UT 84105
-------------------------------------------------------------------------------
                    (Address of principal executive officers)

Registrant's telephone number, including area code         (801) 983-7002
                                                     ---------------------------
Securities registered  pursuant  to  Section  12(b)  of  the  Act:

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

                          Common Stock, $.01 Par Value
--------------------------------------------------------------------------------
                                (Title of class)

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

                                                    [X]   Yes     [   ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is met  contained  in  this  form,  and no  disclosures  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]

State issuer's revenues for its most recent fiscal year.               $172,034

The  market  in which  the  common  stock of the  Registrant  is  traded  is the
"over-the-counter"  market.  During the last year  trading  was limited and done
primarily on a negotiated basis.


<PAGE>



                                Table of Contents

Heading                                                           Page
-------                                                          -------

                                     Part I

Item 1  Description of Business                                   I-1
Item 2  Description of Property                                   I-1
Item 3  Legal Proceedings                                         I-2
Item 4  Submission of Matters to a Vote of
        Securities Holders                                        I-2


                                     Part II

Item 5  Market for Common Equity and Related                      II-1
        Stockholder Matters
Item 6  Management's Discussion and Analysis                      II-1
Item 7  Consolidated Financial Statements                         II-2
Item 8  Changes in and Disagreements with Accountants
        on Accounting and Financial Disclosure                    II-2

                                    Part III

Item 9  Directors, Executive Officers, Promoters,
        and Control Persons; Compliance with
        Section 16(a) of the Exchange Act                         III-1
Item 10 Executive Compensation                                    III-2
Item 11 Security Ownership of Certain Beneficial                  III-2
        Owners and Management
Item 12 Certain Relationships and Related Transactions            III-3
Item 13 Exhibits and Reports on Form 8-K                          III-3




<PAGE>


                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999

                                     Part I

Item 1.    Description of Business

           General  American  Geological  Enterprises,  Inc. (AGE) is engaged in
           activities designed to identify and acquire  geotherma  and  oil  and
           gas leases.

           Activities  undertaken  to identify  such leases  have  consisted  of
           searches  of  pertinent  geological   literature,   maps  and  aerial
           photographs,  construction of maps, and  confirmatory  fieldwork.  In
           connection  with  leasehold   acquisitions,   AGE's  activities  have
           included  examination of title  documents,  location and  negotiation
           with landowners, and preparation of leases.

           These  activities are performed by unsalaried  officers and directors
           of AGE. AGE proposes to continue  these  activities  and to intensify
           its  promotional  efforts with respect to possible  joint ventures at
           selected leasehold sites.

           AGE  holds a 5.49  percent  working  interest  in the  Roosevelt  Hot
           Springs  geothermal  power unit (the  Unit).  On July 22,  1993,  AGE
           agreed to sell on a  prepayment  basis its steam  from the Unit for a
           30-year  period to  PacifiCorp,  which has  constructed  the Blundell
           power plant to utilize the steam.  Certain leases have been committed
           to the Unit, of which 188 acres are within the participating area.

           Competition  Competition for energy leases is intense, and many large
           oil and gas companies, with financial and technical resources greater
           than those of AGE, are now engaged, or have indicated an intention to
           engage, in the acquisition of energy leases.

           Regulations  AGE is not currently  engaged in energy  exploration  or
           development.  Should it later enter into such activities,  it will be
           subject to Federal,  state,  and local  regulations  with  respect to
           environmental matters.

Item 2.    Description of Property

           The primary  asset AGE holds  representing  its 5.49 percent  working
           interest in the Unit is a patented  mining claim on 188 acres that is
           within the current participating area of the Unit. AGE pays royalties
           on this claim equal to 5 percent of its net operating and maintenance
           revenue and is reimbursed for these royalties by PacifiCorp.

           AGE held all  mineral  (including  geothermal)  rights in leases that
           expired in 1991. However,  certain leases were assigned to subsequent
           parties and AGE retained an overriding interest in the royalties from
           productive land. As of December 31, 1999,  approximately 450 acres of
           land in Central Utah  continued to be productive and AGE continues to
           receive the related royalty  payments which  aggregated $404 in 1999.
           AGE will  continue  to  receive  these  overriding  interest  royalty
           payments as long as the land remains productive.

           In addition, AGE holds mineral rights in two leases that are directly
           adjacent to the  current  participating  area of the Unit.  AGE makes
           annual lease payments for these two leases totaling $97 per year.

                                       I-1

<PAGE>
                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


Item 3.    Legal Proceedings

           None.

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

           None.


                                      I-2
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


                                     Part II

Item 5.    Market For Common Equity and Related Stockholder Matters

           a)  The market in which the common stock of the  Registrant is traded
               is the  "over-the-counter"  market.  During  the last two  years,
               there were no established "bid" or "asked" prices and trading was
               done primarily on a negotiated basis.

           b)  The  approximate  number of  holders  of  common  stock of AGE at
               December 31, 1999 is 702.


Item 6.    Management's Discussion and Analysis

           AGE is  engaged  in the  acquisition  of  geothermal  and oil and gas
           leases.  Revenue consists of royalties and interest.  AGE's financial
           condition  and  results of  operations  fluctuate  from year to year,
           depending upon the production from current leases,  the  availability
           of leases to be acquired,  and the  opportunity to sell lease rights.
           AGE's ability to obtain  future  leases or to generate  revenues from
           the sale of lease rights is not  determinable;  hence,  its financial
           condition and operations may fluctuate widely in the future.

           Results of Operations - Years ended December 31, 1999 and 1998
           --------------------------------------------------------------

           Revenues  from the Unit  represent  sales  of steam  production  that
           fluctuate based on the activity and production of the Unit.  Revenues
           for fiscal year 1999 are fairly  consistent  with the previous year's
           revenues.  Net income  decreased  to $43,909 in 1999 from  $82,219 in
           1998.  This  was due to an  increase  in  operating  and  maintenance
           expenses,  a decrease in dividend  income,  and a decrease in general
           and  administrative  expense  due to stock  issued  to  officers  and
           directors  in-lieu of cash for their past  services  rendered to AGE.
           These were considered normal fluctuations in investment and operating
           activity.

           Royalty Income
           --------------

           AGE owns seven oil and gas leases, all of which have been assigned to
           Barrett  Resources.  Pursuant to these  assignments,  AGE retained an
           overriding  interest in royalties from  productive  land; and for the
           year ended December 31, 1999, AGE received $404 in override  interest
           royalty payments.

           Liquidity
           ---------

           AGE's  liquidity at December 31, 1999,  is  considered  adequate with
           $1,208,352 in working  capital.  AGE believes that it has  sufficient
           resources to cover its cash needs during fiscal year 2000.

           Commitments
           -----------

           AGE's future commitments consist of lease payments on land. There are
           no other commitments or anticipated expenditures of a capital nature,
           other than the  commitment  related to the  agreement for the sale of
           steam discussed above.

                                      II-1

<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


           External Factors
           ----------------

           AGE's  economic  future will be  dependent,  in major part,  upon the
           value of its  undeveloped  interests  in the Unit.  The value of such
           undeveloped  interests will, in turn, be dependent upon,  among other
           matters,   (i)  the  current  price  of  energy,   (ii)  governmental
           incentives  to  develop   renewable   resources,   (iii)   regulatory
           incentives, and (iv) the load needs of PacifiCorp.

Item 7.    Consolidated Financial Statements

            Index to Consolidated Financial Statements                   Page
            ------------------------------------------                   ----

            Independent Auditors' Report                                 II-3

            Consolidated Balance Sheets - December 31, 1999 and 1998     II-4

            Consolidated Statements of Income -
               Years ended December 31, 1999 and 1998                    II-5

            Consolidated Statements of Stockholders' Equity and
               Comprehensive Income -

                Years ended December 31, 1999 and 1998                   II-6

            Consolidated Statements of Cash Flows -
               Years ended December 31, 1999 and 1998                    II-7

            Notes to Consolidated Financial Statements                   II-8

Item 8.    Changes  in and  Disagreements  with  Accountants  on  Accounting and
           Financial Disclosure

           None.

                                      II-2


<PAGE>

                          Independent Auditors' Report

The Board of Directors
American Geological Enterprises, Inc.:


We have  audited  the  accompanying  consolidated  balance  sheets  of  American
Geological  Enterprises,  Inc. and subsidiary  (AGE) as of December 31, 1999 and
1998, and the related  consolidated  statements of income,  stockholders' equity
and  comprehensive  income,  and cash  flows for the  years  then  ended.  These
consolidated  financial  statements are the  responsibility of AGE's management.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. 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 AGE as of December
31, 1999 and 1998, and the results of their  operations and their cash flows for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.

                              By:/s/KPMG,LLP
                              --------------
                              KPMG,LLP
Salt Lake City, Utah
February 21, 2000

                                      II-3
<PAGE>
                      AMERICAN GEOLOGICAL ENTERPRISES, INC.
                           Consolidated Balance Sheets
                           December 31, 1999 and 1998

                                         Assets

                                                             1999          1998
                                                             ----          ----

Current assets:
     Cash and cash equivalents                           $  981,316      945,212
     Marketable securities (note 2)                         204,738      209,049
     Accounts receivable                                     19,479       19,874
     Interest and dividends receivable                        1,276        1,276
     Prepaid lease costs                                         73        2,649
     Prepaid income taxes                                    17,954         --
                                                         ----------   ----------

                 Total current assets                     1,224,836    1,178,060
                                                         ----------   ----------

Investment in geothermal power unit, at cost, less
     accumulated amortization of $194,929 and $164,940
     at December 31, 1999 and 1998, respectively            632,270      662,259

Marketable securities (note 2)                               70,833       70,968
                                                         ----------   ----------

                    Total assets                         $1,927,939    1,911,287
                                                         ==========   ==========

                                      II-4

<PAGE>
                      AMERICAN GEOLOGICAL ENTERPRISES, INC.
                           Consolidated Balance Sheets
                           December 31, 1999 and 1998
<TABLE>
<CAPTION>



                                Liabilities and Stockholders' Equity

                                                                     1999          1998
                                                                     ----          ----
<S>                                                              <C>              <C>
Current liabilities:
     Accounts payable                                            $   10,275       12,238
     Accrued liabilities                                                976          416
     Income taxes payable                                              --          7,636
     Income taxes (note 5)                                            5,233        9,658
                                                                 ----------   ----------

                 Total current liabilities                           16,484       29,948
                                                                 ----------   ----------

Deferred income taxes (note 5)                                       77,810       86,657

Deferred revenue (note 6)                                           894,985      937,435

Minority interest                                                    12,001       11,460

Stockholders' equity:
     Common stock,  $.01 par  value;  authorized
         2,500,000   shares;  issued and outstanding
         1,380,997 and 1,260,997 shares
         in 1999 and 1998, respectively                              13,810       12,610
     Additional paid-in capital                                     600,411      557,211
     Accumulated other comprehensive income                           8,797       16,234
     Retained earnings                                              303,641      259,732
                                                                 ----------   ----------

                    Total stockholders' equity                      926,659      845,787

Commitments (note 4)
                                                                 ----------   ----------

                    Total liabilities and stockholders' equity   $1,927,939    1,911,287
                                                                 ==========   ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      II-5

<PAGE>


                      AMERICAN GEOLOGICAL ENTERPRISES, INC.
                        Consolidated Statements of Income
                     Years ended December 31, 1999 and 1998

                                                         1999       1998
                                                       --------   --------

Revenues - geothermal power unit (note 6)              $172,034    171,398
                                                       --------   --------

Expenses:
     Operating and maintenance of geothermal
        power unit (note 6)                              56,069     49,996
     Amortization of geothermal power unit               29,989     29,989
     General and administrative                          76,887     33,400
     Lease costs                                          2,673      4,645
                                                       --------   --------

                    Total expenses                      165,618    118,030
                                                       --------   --------

                    Operating income                      6,416     53,368
                                                       --------   --------

Other income:
     Interest income                                     31,838     32,656
     Dividend income                                     12,756     25,721
     Royalties                                              404        432
                                                       --------   --------

                                                         44,998     58,809
                                                       --------   --------

                    Income before income taxes           51,414    112,177

Income tax expense (note 5)                               7,505     29,958
                                                       --------   --------

                    Net income                         $ 43,909     82,219
                                                       ========   ========



Basic net income per common share                      $   0.03       0.07
                                                       ========   ========


          See accompanying notes to consolidated financial statements.

                                      II-6

<PAGE>
                      AMERICAN GEOLOGICAL ENTERPRISES, INC.
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                     Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                                                         Accum-
                                                                                         ulated
                                                                                          other                    Net
                                                               Additional   Compre-      compre-                 stock-
                                          Common stock         paid-in      hensive      hensive     Retained    holders'
                                       Shares       Amount     capital      income       income      earnings    equity
                                      ---------   ---------   ----------   ----------   ----------  ----------   ---------

<S>                                   <C>        <C>            <C>      <C>              <C>        <C>         <C>
Balances, December 31, 1997           1,260,997  $  12,610      557,211      --           18,506     177,513     765,840

Comprehensive income:

    Net income                          --          --           --      $   82,219       --          82,219      82,219

    Other comprehensive income -
      unrealized loss on
      marketable securities, net
      of tax benefits of $1,352         --          --           --          (2,272)      (2,272)     --          (2,272)

Comprehensive income                    --          --           --      $   79,947       --          --          --
                                      ---------  ---------   ----------   =========   ----------  ----------   ---------

Balances, December 31, 1998           1,260,997     12,610      557,211                   16,234     259,732     845,787

Comprehensive income:

    Net income                          --          --           --      $   43,909       --          43,909      43,909

    Issuance of common stock
      in-lieu of cash for
      services rendered                 120,000      1,200       43,200      --           --          --          44,400

    Other comprehensive income -
      unrealized loss on
      marketable securities, net
      of tax benefits of $4,425         --          --           --          (7,437)      (7,437)     --          (7,437)

Comprehensive income                    --          --           --      $   36,472       --          --          --
                                      ---------  ---------   ----------   =========   ----------  ----------   ---------

Balances, December 31, 1999           1,380,997  $  13,810      600,411                    8,797     303,641     926,659
                                      =========  =========   ==========               ==========  ==========   =========

</TABLE>


          See accompanying notes to consolidated financial statements.

                                      II-7

<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.
                      Consolidated Statements of Cash Flows
                     Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                                      1999          1998
                                                                  ------------   ------------
<S>                                                                <C>             <C>
Cash flows from operating activities:

     Net income                                                    $  43,909       82,219
     Adjustments to reconcile net income to net cash provided by
        operating activities:
           Amortization of geothermal power unit                      29,989       29,989
           Amortization on investments                                   135          138
           Issuance of common stock for services rendered             44,400         --
           Changes in operating assets and liabilities:
              Interest and dividends receivable                          395        2,151
              Prepaid lease costs                                      2,576         --
              Prepaid income taxes                                   (17,954)        --
              Accounts payable and accrued liabilities                (1,403)     (22,383)
              Income taxes payable                                    (7,636)     (10,738)
              Deferred income taxes                                   (8,847)      (9,146)
              Deferred revenue                                       (42,450)     (42,450)
              Minority interest                                          541          308
                                                                   ---------    ---------

                    Net cash provided by operating activities         43,655       30,088
                                                                   ---------    ---------

Cash flows from investing activities -
     purchase of marketable securities available-for-sale             (7,551)     (20,307)
                                                                   ---------    ---------

Increase in cash and cash equivalents                                 36,104        9,781

Cash and cash equivalents, beginning of year                         945,212      935,431
                                                                   ---------    ---------

Cash and cash equivalents, end of year                             $ 981,316      945,212
                                                                   =========    =========

Supplemental disclosure of cash flow information -

cash paid during the year for income taxes                         $  41,943       37,160

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      II-8

<PAGE>






                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998


(1)      Summary of Significant Accounting Policies

       (a)    Description of Business

              American  Geological  Enterprises,  Inc. and subsidiary  (AGE) are
              engaged in activities  designed to identify and acquire geothermal
              and  oil  and gas  leases  in the  Western  United  States.  AGE's
              revenues are  primarily  derived from royalty  payments from these
              leases as well as the applicable portion of steam revenues sold to
              PacifiCorp on a prepayment basis (see note 6).

       (b)    Marketable Securities

              Marketable  investment  securities  consist of corporate  debt and
              equity   securities.   AGE  classifies  its  debt   securities  as
              "held-to-maturity"     and     all     other     securities     as
              "available-for-sale."

              Available-for-sale   securities   are   recorded  at  fair  value.
              Held-to-maturity  securities are recorded at cost adjusted for the
              amortization  or accretion of premiums and  discounts.  Unrealized
              holding  gains and  losses,  net of the  related  tax  effect,  on
              available-for-sale  securities  are  excluded  from income and are
              reported   as   accumulated   other   comprehensive    income   in
              stockholders' equity until realized.

              A decline in the market value of any  available-for-sale  security
              below cost that is deemed to be other than temporary  results in a
              reduction  in carrying  amount to fair value.  The  impairment  is
              charged  to  income  and a new  cost  basis  for the  security  is
              established.  Dividend and  interest  income are  recognized  when
              earned.

       (c)    Investment in Geothermal Power Unit

              AGE holds a 5.49 percent  working  interest in the  Roosevelt  Hot
              Springs  geothermal  power unit (the Unit).  The investment in the
              Unit is being  amortized using the  straight-line  method over the
              term (30 years) of the steam sale agreement with PacifiCorp  (note
              6).

       (d)    Lease Costs

              Annual lease  payments are expensed  over the period of the lease.
              Direct  costs of  acquisition  of new leases are  capitalized  and
              amortized over the initial life of the lease.

       (e)    Cash Equivalents

              Cash equivalents  include all investments with original maturities
              to AGE of three months or less.

                                      II-9

<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998



       (f)    Net Income Per Share

              Basic net income per common  share is the amount of net income for
              the period  available  to each share of common  stock  outstanding
              during the reporting period.  Diluted net income per common share,
              if  applicable,  is  the  amount  of net  income  for  the  period
              available  to each share of common  stock  outstanding  during the
              reporting   period   and  to  each  share  that  would  have  been
              outstanding  assuming  the  issuance  of  common  shares  for  all
              dilutive  potential common shares  outstanding  during the period.
              For fiscal years 1999 and 1998, only the basic income per share is
              applicable,  as AGE  had no  potentially  dilutive  common  shares
              outstanding.  Basic net  income per share  computations  are based
              upon  1,380,997 and  1,260,977  shares  outstanding  for the years
              ended December 31, 1999 and 1998, respectively.

       (g)    Consolidation Policy

              AGE  owns  83.8  percent   interest  in   Overthrust   Exploration
              Corporation   (Overthrust),   a   Nevada   corporation   that  was
              incorporated  to explore for and  develop oil and gas  properties.
              Accordingly,  Overthrust  has been  included  in the  consolidated
              financial  statements.   All  directors  of  Overthrust  are  also
              directors of AGE. All  intercompany  accounts have been eliminated
              in consolidation.

       (h)    Comprehensive Income

              Effective  January 1, 1998,  AGE adopted  Statement  of  Financial
              Accounting Standards No. 130, Reporting Comprehensive Income (SFAS
              No. 130).  This statement  establishes  rules for the reporting of
              comprehensive  income  and its  components.  Comprehensive  income
              consists   of  net   income   and   unrealized   losses  on  AGE's
              available-for-sale securities and is presented in the consolidated
              statement of stockholders'  equity and comprehensive  income.  The
              adoption  of SFAS No.  130 had no  impact  on total  stockholders'
              equity.

       (i)    Use of Estimates

              Management of AGE has made estimates and  assumptions  relating to
              the  reporting  of  assets  and   liabilities   to  prepare  these
              consolidated  financial  statements in conformity  with  generally
              accepted accounting  principles.  Actual results could differ from
              those estimates.

                                      II-10

<PAGE>
                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

(2)    Marketable Investment Securities

       Marketable  investment  securities at December 31, 1999 and 1998,
       consist of:

                                                      1999           1998
                                                  ------------   -------------
          Available-for-sale, at fair value    $       204,738        209,049
          Held-to-maturity, at amortized cost           70,833         70,968
                                                                 -------------
                                                  ------------   -------------
                                               $       275,571        280,017
                                                  ============   =============

       The amortized cost, gross unrealized holding gains, and fair market value
       for marketable  investment  securities by major security type at December
       31, 1999 and 1998, were as follows:

<TABLE>
<CAPTION>
                                                                                        Gross
                                                                                     unrealized
                                                                     Amortized         holding
                                                                        cost            gains       Fair value
                                                                    ------------   -------------   -------------
          <S>                                                    <C>               <C>             <C>

          Year ended December 31, 1999:

              Available-for-sale - equity securities             $      190,708          14,030        204,738
                                                                    ============   =============   =============
              Held-to-maturity - corporate debt securities       $       70,833           1,456         72,289
                                                                    ============   =============   =============
          Year ended December 31, 1998:

              Available-for-sale - equity securities             $      183,157          25,892        209,049
                                                                    ============   =============   =============
              Held-to-maturity - corporate debt securities       $       70,968           7,786         78,754
                                                                    ============   =============   =============
</TABLE>

       Maturities  of debt  securities  classified as  held-to-maturity  were as
follows at December 31, 1999:

<TABLE>
<CAPTION>
                                                                    Amortized           Fair
                                                                        cost            value

                                                                    ------------    ------------
          <S>                                                    <C>                <C>
          Due within five years                                  $       50,229          50,338
          Due after ten years                                            20,604          21,951
                                                                    ------------    ------------
                                                                 $       70,833          72,289
                                                                    ============    ============
</TABLE>

(3)      Fair Value of Financial Instruments

       The carrying  value for certain  short-term  financial  instruments  that
       mature frequently  approximates  fair value.  Such financial  instruments
       include:  cash and cash equivalents,  accounts  receivable,  and accounts
       payable.  The fair values of debt  securities and equity  investments are
       based on quoted market prices at the reporting  date for those or similar
       investments (see note 2).

                                     II-11
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998


(4)    Land Leases

       The  primary  asset  AGE  holds  representing  its 5.49  percent  working
       interest  in the Unit is a  patented  mining  claim on 188 acres  that is
       within the current  participating area of the Unit. AGE pays royalties on
       this  claim  equal to 5  percent  of its net  operating  and  maintenance
       revenue and is reimbursed for these royalties by PacifiCorp.

       In  addition,  AGE holds  mineral  rights in two leases that are directly
       adjacent to the  current  participating  area of the Unit.  AGE now makes
       annual lease payments on these two leases totaling $97 per year.

       AGE held all mineral (including geothermal) rights in leases that expired
       in 1991. However,  certain leases were assigned to subsequent parties and
       AGE retained an  overriding  interest in the  royalties  from  productive
       land. As of December 31, 1999, approximately 450 acres of land in Central
       Utah  continues to be productive and AGE continues to receive the related
       royalty payments which aggregated $404 in 1999 and $432 in 1998. AGE will
       continue to receive these overriding interest royalty payments as long as
       the land remains productive.

(5)    Income Taxes

       Income tax  expense  (benefit)  attributable  to income  from  operations
       consists of:
<TABLE>
<CAPTION>
                                                       Current      Deferred      Total
                                                      ----------   -----------   ----------
            <S>                                     <C>            <C>           <C>
             Year ended December 31, 1999:
                 U.S. Federal                       $    13,355       (7,233)        6,122
                 State and local                          3,864       (2,481)        1,383
                                                      ----------   -----------   ----------
                                                      ----------   -----------   ----------
                                                    $    17,219       (9,714)        7,505
                                                      ==========   ===========   ==========
                                                      ==========   ===========   ==========
             Year ended December 31, 1998:

                 U.S. Federal                       $    33,653       (9,090)       24,563
                 State and local                          6,802       (1,407)        5,395
                                                      ----------   -----------   ----------
                                                    $    40,455      (10,497)       29,958
                                                      ==========   ===========   ==========
</TABLE>


                                     II-12
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

       Income tax expense  attributable  to income from operations for the years
       ended December 31, 1999 and 1998,  differed from the amounts  computed by
       applying the U.S.  federal income tax rate of 34 percent to pretax income
       from continuing operations as a result of the following:

<TABLE>
<CAPTION>
                                                                            1999         1998
                                                                         ----------   ----------
<S>                                                                    <C>             <C>
        Computed "expected" tax expense                                $   17,481       38,120
        Increase (reduction) in income taxes resulting from:
              State and local income taxes, net of federal income
                tax benefit                                                   913        3,561
              Effect of surtax exemption and other, net                   (10,889)     (11,723)
                                                                         ----------   ----------
                                                                       $    7,505       29,958
                                                                         ==========   ==========
</TABLE>

       The tax effects of temporary  differences  that give rise to  significant
       portions of the deferred tax  liabilities  at December 31, 1999 and 1998,
       are presented below:
<TABLE>
<CAPTION>

                                                                                      1999         1998
                                                                                   ----------   ----------
<S>                                                                              <C>            <C>
             Valuation of marketable investment securities                       $     5,233        9,658
             Investment in geothermal power unit, principally due to
                amortization                                                          77,810       86,657
                                                                                   ----------   ----------
                               Total deferred tax liabilities                    $    83,043       96,315
                                                                                   ==========   ==========
</TABLE>

(6)    Geothermal Power Unit and Concentration of Credit

       AGE entered  into an  agreement  on July 22,  1993,  to sell its share of
       steam from the Unit for a

       30-year  period on a  prepayment  basis  commencing  January  22, 1991 to
       PacifiCorp, which has constructed the Blundell power plant to utilize the
       steam.  The advance  received  is being  recognized  as revenue  over the
       remaining term of the  agreement.  Revenue of  approximately  $42,000 was
       amortized and recognized for both 1999 and 1998.

       AGE  is  required  to  pay  its  proportionate  share  of  operating  and
       maintenance  expenses to the operator of the Unit. AGE paid operating and
       maintenance  expenses  of  approximately  $56,000 and $50,000 in 1999 and
       1998, respectively.

       Additionally,  PacifiCorp pays AGE for operating and maintenance services
       and a reimbursement of royalties for one lease AGE holds that is included
       in the Unit. PacifiCorp paid AGE approximately $129,000 for both 1999 and
       1998, for operating and maintenance  services that is reported as revenue
       from the  Unit.  Royalties  due are  equal to five  percent  of AGE's net
       operating and  maintenance  revenue.  PacifiCorp  paid AGE  approximately
       $3,700 and  $3,900 in 1999 and 1998,  respectively,  for these  royalties
       which AGE, in turn, paid to its lessors.

                                     II-13
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998


(7)    Officer Remuneration

       During  the year ended  December  31,  1999,  AGE  recorded  compensation
       expense of $44,400  relating  to issuance  of common  stock for  services
       rendered by members of its  officers  and  directors.  There was no other
       compensation paid to officers and directors during the fiscal years ended
       December 31, 1999 and 1998, respectively

                                     II-14
<PAGE>


                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


                                    Part III

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

           The following  directors and executive  officers will serve until the
           next annual stockholders' meeting and until their successors are duly
           qualified and elected.

                      Name                           Office

                 Milton Fisher              Chairman of the Board and Director
                 Dominic Welch              President, Treasurer and Director
                 M. Walker Wallace          Vice President and Director
                 Peter W. G. Cayias         Secretary and Director
                 Katie L. Dixon             Director

           Mr. Fisher,  79,  President of A. D. Gilhart & Co., Inc.  (investment
           bankers   since  1959),   has  been  a  Director  of  AGE  since  its
           organization  in 1969 and now serves as  Chairman  of the  Board.  He
           holds a doctor  of law,  is a member  of the Bar of the  State of New
           York, and presently serves as a director of several public companies.
           He has  written and  lectured  in the field of  business  finance and
           interpersonal relationships.

           Mr. Welch, 67, is a certified public  accountant and is the President
           and a  Director  of  Kearns-Tribune  Corporation,  where  he has been
           employed for over 20 years. He became a Director and Treasurer of AGE
           in 1970 and President in 1998.  Mr. Welch holds a Bachelor of Arts in
           Accounting from Utah State University.

           Mr.  Wallace,  76, has been an officer  and  director  of AGE and has
           devoted a portion of his time to its affairs  since 1969. He is also,
           and has been for over 35 years, a consultant in the  development  and
           management of real property  investments and a private investor.  Mr.
           Wallace  presently serves as a Director and a member of the executive
           committee  of  First  Interstate  Bank of  Utah,  as a  Director  and
           President  of Arizona  Ranch & Metals  Company,  and as  Chairman  of
           Wallace  Associates,  Inc., a real estate  investment  and management
           firm.  He holds a Bachelor  of Arts from  Stanford  University  and a
           Master's Degree in city planning from the Massachusetts  Institute of
           Technology.

           Mr. Cayias,  64, has been a licensed  insurance  agent since 1960. He
           has been an  Officer  and  Director  of AGE since 1969 and is also an
           Officer and  Director of several  other  corporations  engaged in the
           real estate business and natural resource  investment  business.  Mr.
           Cayias  holds a Bachelor of Science in Business  Administration  from
           the University of Utah.

           Mrs.  Dixon,  74, was  Recorder of Salt Lake County from January 1975
           through  December  1994,  and a Director of AGE since 1972.  For more
           than 14 years prior to 1975,  she was involved in community  affairs.
           Mrs. Dixon holds a Bachelor of Science from Utah State University.

                                     III-1
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


           Beneficial Ownership Reporting Compliance

           Section  16(a) of the Exchange Act of 1934 requires  AGE's  officers,
           directors,  and persons who own more than ten percent of a registered
           class of AGE's equity  securities,  to file reports of ownership  and
           changes in ownership  with the  Securities  and  Exchange  Commission
           (SEC)  and the New York  Stock  Exchange.  Officers,  directors,  and
           greater than ten percent  stockholders are required by SEC regulation
           to furnish AGE with copies of all Section 16(a) forms they file.

           Based  solely on its review of the copies of such forms  received  by
           it, or written representations from certain reporting persons that no
           Forms 5 were  required for those  persons,  AGE believes  that during
           AGE's last  fiscal  year all filing  requirements  applicable  to its
           officers,  directors,  and greater than ten percent beneficial owners
           were complied with.

Item 10.   Executive Compensation

           During the year ended  December 31, 1999,  AGE recorded  compensation
           expense of $44,400  relating to issuance of common stock for services
           rendered by members of its officers and directors. There was no other
           compensation  paid to officers and directors  during the fiscal years
           ended December 31, 1999 and 1998, respectively.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

           The  following  table sets forth  information  as to the ownership of
           AGE's $.01 par value common  stock by all  officers and  directors of
           AGE as a group  and by owners  of more  than  five  percent  of AGE's
           common stock as of December 31, 1999:

<TABLE>
<CAPTION>
                                                                       Type of            Amount          Percent

              Name                                                    ownership           owned           of class
              ----                                                 ---------------     ------------     ----------

<S>                                                                    <C>                <C>              <C>
                 All directors and officers (5) as a group             Record             419,082          30%
                 M. Walker Wallace                                     Record             127,667           9
                 Katie L. Dixon                                        Record             124,428           9
                 Paul T. Walton Estate                                 Record              96,665           7
                 Milton Fisher                                         Record              95,646           7

</TABLE>
                                     III-2
<PAGE>

                      AMERICAN GEOLOGICAL ENTERPRISES, INC.

                            Form 10-KSB Annual Report

                          Year ended December 31, 1999


Item 12.   Certain Relationships and Related Transactions

           None.

Item 13.   Exhibits and Reports on Form 8-K

           Report on Form 8-K
           ------------------
           No reports on Form 8-K have been filed.

                                     III-3
<PAGE>

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of Sections 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 duly authorized.

AMERICAN GEOLOGICAL ENTERPRISES, INC.
-------------------------------------

                                                            (Registrant)





                                     By:/s/Dominic Welch
                                     -------------------
                                     Dominic Welch
                                     President and Principal Executive Officer


Date                                 By:/s/Peter W. G. Cayias
     ------------------------        ------------------------
                                     Peter W. G. Cayias
                                     Secretary and Principal Financial Officer


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

       By:/s/Dominic Welch           By:/s/M. Walker Wallace
       -----------------------       ------------------------------
       Dominic Welch                 M. Walker Wallace
       Director                      Director

       By:/s/Peter W. G. Cayias
       ----------------------------
       Peter W. G. Cayias
       Director