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, 2003

   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                             Commission file number

                         GEOTEC THERMAL GENERATORS, INC

                 (Name of Small Business Issuer in Its Charter)


           FLORIDA                                      59-3357040
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

          1615 S. Federal Highway, Suite 101, Boca Raton, Florida 33432
               (Address of Principal Executive Offices)(Zip Code)

                                 (561) 447-7370
                (Issuer's Telephone Number, Including Area Code)

   Securities registered under Section 12(b) of the Securities Exchange Act of
                                      1934:

          Title of Each Class Name of Each Exchange on Which Registered

                                      None
   Securities registered under Section 12(g) of the Securities Exchange Act of
                                      1934:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

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

State registrant's revenues for the year ended December 31, 2003 $0

<PAGE>

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 31, 2004, computed by reference to the closing bid price
of the Geotec Thermal Generators, Inc. Common Stock as reported by OCTBB on that
date $.65: $24,038,119

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value
$.001 per share (the "Common Stock"), as of March 31, 2004, was 36,981,723.

Transitional Small Business Disclosure Format (check one): Yes No X




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                                TABLE OF CONTENTS

                                                                   Page No.
                                                                   --------

Forward-Looking Statements

PART I.

Item 1.    Description of Business                                     3

Item 2.    Description of Property                                     8

Item 3.    Legal Proceedings                                           9

Item 4.    Submission of Matters to a Vote of Security Holders        11

PART II.

Item 5.    Market for Common Equity and Related Stockholder
           Matters                                                    11

Item 6.    Management's Discussion and Analysis or Plan of
           Operation                                                  12

Item 7.    Financial Statements                                       14

Item 8.    Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure                        15

Item 8A.   Controls and Procedures                                    15

PART III.

Item 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange     15
           Act

Item 10.   Executive Compensation                                     20

Item 11.   Security Ownership of Certain Beneficial Owners and
           Management And Related Stockholder Matters                 22

Item 12.   Certain Relationships and Related Transactions             23

Item 13.   Exhibits, List and Reports on Form 8-K                     23

Item 14.   Principal Accountant Fees and Services                     23

Signatures                                                            24



                                      - 2 -

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                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS

1. General

The Company was incorporated in the State of Florida in February 1998 to provide
services in the energy industry. The Company's offices are located at 1615 S.
Federal Highway, Suite 101, Boca Raton, Florida 33432. The telephone number is
(561)447-7370, the fax number (561)447-7371 and the e-mail address is
rlueck@mindspring.com. The Company has executed an agreement to acquire
TelcoEnergy Corporation on March 1, 2004. The acquisition agreement has a
provision for the implementation of an operating agreement, which was executed
on March 9, 2004, in which TelcoEnergy will operate the Company until the
completion of the acquisition. Pending the completion of the merger, TelcoEnergy
would have 80% control of the Company.

The Company has obtained a ten-year exclusive license to market and sell a
unique oil treatment service to customers in North, Central, and South America.
This technology, Gas Generators(TM), is designed to produce a thermo-chemical
treatment of oil and gas wells, thereby restoring and increasing output
capacities, yielding increased production of oil. The proprietary technology was
developed by the former Soviet Union Military Research and Production Facility,
("FR&PC ALTAI,") for the USSR Ministry of Geology. This increase in oil and gas
production can be measured in barrels of oil and cubic feet of gas per year,
with one barrel of oil valued at approximately US$ 35.00 as of December 2003.
The Company was granted an exclusive license to import the Generators(TM) for
use in the oil and gas exploration industry in August 1998. The Company also
secured three subsequent contracts that include the patent-ability, long-term
agreement and transfer of technology. The export license from the Russian
Federation was granted in November, 2001. While the company did not meet the
minimum order quantities in years one and two to retain exclusivity, FR&PC Altai
has not granted any licenses to other commercial suppliers. Company management
is working to reconfirm with FR&PC Altai the terms and exclusivity of the
agreement. FR&PC Altai has not notified the Company of the loss of exclusivity.

2. Background

FR&PC ALTAI, manufactures many technologies, from atomic-size diamond powders
and nitrogen air bag technology to advanced military weapons and rocket fuel.
Their firm developed the Generators(TM) in the 1970's Prior to 1986, ALTAI
tested the Generator(TM) technology on 6500 wells. Since 1986, the
Generators(TM) have been used for commercial production for 30,000 wells. The
technology has been enhanced on a continuing basis. Currently the Generators
(TM) are suitable for geological conditions to depths below 22,000 feet. The
current model, PGDBK Generator, has been activated in more than 30,000 wells. In
the Tyumen oil basin in Russia, the Generator(TM) use yielded an additional
extraction of 295 million tons of oil.

Using the Generators(TM) in the Aktyubiinsk region, several oil wells that had
been considered to be "exhausted", have been revived, with their capacity
greatly increased. The additional extraction from the successfully treated wells
has averaged 12,000 barrels of oil per year/per well. Once an existing well is
treated, the service benefits can last from several months to several years,
depending on the geological characteristics of the area, and technical
characteristics at the site.

                                      -3-

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3. Generator(TM) Technology/Applications

PGDBK Gas Generators(TM) perform an advanced well stimulation process designed
to increase oil and natural gas output. The technology has been proven to be
safe and effective throughout regions of Asia and Eastern Europe. Compared to
similar services, such as hydraulic fracturing or acidizing, the Generators(TM)
are more effective and safe, and less costly. The Generators(TM) were developed
utilizing a method of bed fracture with the pressure of a solid, pulsating
propellant charge. The Generators(TM) do not contain explosives and a combustion
blast does not occur, which is important for governmental safety and
environmental considerations.

Customers suited for using the Generators(TM) are sites with high pressure,
oil-rich levels where filtration properties of the local rock
formation/structure have undergone irreversible changes, thereby causing the
well to become non-producing or inactive. More than twenty-five years of Russian
service experience has provided the Company with data that verifies that the
Generators(TM) utilize a process which is a clean, safe, economical and
environmentally-sound procedure which is capable of creating the rebirth of
non-producing wells. The Generators(TM) do not require any pumps or other
compressor-type machinery. As a result, the Generators(TM) are ideal for
regions/sites which are difficult to access due to certain geological properties
and characteristics.

The reduced cost to operators is favorable when compared to conventional
hydraulic fracturing methods. The procedure is relatively simple, and easily
handled by small teams. The entire Generator (TM) treatment process for a single
treatment can be completed in less than one day. This will enable higher
throughput of well treatments, particularly for multiple zone treatments, which
can be characteristic of coalbed methane wells.

4. Patents and Trademarks

The Company believes that the technology and resulting processes and methods
developed by FR&PC ALTAI have not been discovered/utilized by any other
competitors on an international basis. As such, the Company has filed US and
international patents on several composite materials, and on the use
characteristics of the Generators(TM) for oil, gas and water wells. In addition,
confidential and proprietary information owned by the Company, has been
protected by Confidentiality Agreements and Employee Contracts, designed to
cover all proprietary technology and other confidential information. Trademarks
and trade names will and do protect both the Company and the Generator(TM)
registered names. The U.S. Patent office advised the Company's Patent Counsel in
2002, that of the 37 claims, 22 of the claims have been clarified to the patent
office, filed in March, 2003

5. Vendors, Suppliers, Distributors, Customers

The Company's exclusive Gas Generators(TM) Development Agreement with FR&PC
ALTAI, includes a long-term Technology Agreement. The latter was initiated in
July 2000, with the first export license delivered to and accepted by the
Company in, November, 2001. This agreement has a ten-year term, with a ten-year
renewal option.

The Company estimates that eighty percent (80%) of the stripper wells in the US
and Canada are candidates to be successfully treated with the Generator (TM)
process.

The first 60 generators were received in the Company's US warehouse in the
spring of 2000. The Company is required to purchase a minimum of 5,000
generators over the next ten years. A total of 1,000 generators were required to
be ordered in the first two years for the Company to retain its exclusivity.
This is to be followed with a minimum order of 500 units per year, in the
subsequent eight years. While the company did not meet the minimum order
quantities in years one and two to retain exclusivity, FR&PC Altai has not

                                      -4-

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granted any licenses to other commercial suppliers. Company management is
working to reconfirm with FR&PC Altai the terms and exclusivity of the
agreement. The Company has not fulfilled its contractual requirement to retain
its exclusivity, and FR&PC Altai has not notified the Company of the loss of
exclusivity. The Company has been unable to raise capital to purchase generators
and market its products. The Company has only been able to borrow funds for
minimal operations.



6. The Market: Target Customers and Marketing Strategy

There are 2.9 million oil and gas wells in North America and 2.5 million wells
in Central and South America. There are over 2 million wells in China. The
Company believes a substantial portion of these wells, and similar wells in
other regions, can benefit from stimulation with the PGDBK Generators(TM).
Further, FR&PC ALTAI has determined an average success rate of 70% for oil wells
and 90% for gas wells.

The Company will be focusing first on those properties owned and operated by
TelcoEnergy in the United States, China and Russia.

Short Term Strategy

The Company executed its agreement to acquire TelcoEnergy on March 1, 2004. In
addition, the Company will focus on its own properties simultaneously, where
joint venture partner is able to complete its operations and funding to enable
well treatment.

The Company strategy is to complete the acquisition of TelcoEnergy Corporation,
and integrate its corporate services and technology within the Advanced
Technologies Group of TelcoEnergy.

TelcoEnergy Corporation is an international energy company intent upon acquiring
and developing its conventional oil and gas reserves. TelcoEnergy is also
focused on developing alternative fuels and resource extraction technologies.
The Company specializes in the production of non-conventional coal bed methane
(CBM). Our goal is to become an integrated "well to wheels" energy company by
expanding into the processing of methane into methanol and marketing
reformulated and alternative fuels for use in vehicles in the US and overseas.
TelcoEnergy is utilizing wholly owned technology, joint ventures and strategic
alliances to accomplish its corporate growth and international expansion.

TelcoEnergy Corporation is operated from three groups, TelcoEnergy - Advanced
Technologies Group; TelcoEnergy - Production Group which is comprised of
TelcoEnergy U.S. Production Group and TelcoEnergy - Overseas Production Group
and TelcoEnergy - Alternative Fuels Group.

TelcoEnergy-Advanced Technologies Group will comprise of Geotec Thermal
Generators, Inc. and Mach 3 Automotive LLC, which is 50%owned by TelcoEnergy.
Mach 3 Automotive Products, LLC, is a 50-50 joint venture with MACH 3
Enterprises, LLC. TelcoEnergy Corporation has just announced the successful
development of MACH 3 EcoFuel Saver, as an economical replacement for MTBE and
Ethanol in Gasoline. MACH 3 EcoFuel Saver is a revolutionary bulk fuel additive,
now registered with the U.S. Environmental Protection Agency (EPA), for use with
gasoline and diesel fuel. For more than two decades, Methyl Tertiary Butyl Ether
(MTBE) has been widely used as the standard bulk fuel to boost only gasoline
(not diesel fuel) efficiency while reducing engine exhaust pollutants. As of
January 1, 2004, MTBE was banned in California. EPA researchers have determined,
in recent years that MTBE may contaminate underground water sources with
potential toxic and cancer causing effects. Ethanol is currently used to replace
MTBE in gasoline only (not diesel fuel), in California, at 10-15% by volume
blended with gasoline to replace MBTE. MACH 3 EcoFuel Saver uses only 0.5% by
volume, or 30 times less than the requirement for Ethanol. We consider that
MACH 3 EcoFuel Saver is the only bulk fuel additive registered with the EPA that
is also capable of reducing all categories of exhaust emissions from internal
combustion engines fueled by

                                      -5-

<PAGE>

gasoline or diesel while increasing engine power and fuel economy an average of
20%. In addition, in California, the increasing cost of ethanol from shortages
may soon force the price of a gallon of regular gasoline to $3.00 and even
higher for premium. In addition to the Mach 3 SuperForce distributors in the US,
TelcoEnergy plans to market Mach3 EcoFuel Saver and SuperForce through its
overseas operations in Russia and China.

TelcoEnergy - Alternative Fuels Group comprises two operations being acquired,
51% of TransGazService and 51% of Neftgaz. TelcoEnergy LPG Distribution will own
51% of TransGazService, a LPG wholesale operator in the Rostov region of Russia.
The acquisition agreement states plans to expand the company, to include an LPG
storage facility and twenty-five LPG automobile/truck fueling stations. Mach 3
SuperForce will initially be distributed through TransGazService, and its LPG
fueling station project. TelcoEnergy has a signed purchase agreement to acquire
51% ownership of Neftegaz. This LPG distribution company owns real estate and a
license to build an LPG storage facility to supply TransGazService planned LPG
fueling stations in Rostov.

TelcoEnergy - Production coordinates production for the Company in the three
countries where TelcoEnergy is most active (US, Russia and China). TelcoEnergy -
US Production is managed by its US staff that also advises the Company on its
foreign operations. TelcoEnergy operates in New Mexico through the Company's
wholly owned subsidiary BC&D Oil and Gas Corp. BC&D is a 12 year old fully
equipped and active E&P company developing oil, gas and coal bed methane in the
Four Corners area of New Mexico. TelcoEnergy operates in Oklahoma through the
company's wholly owned subsidiary TelcoEnergy, LLC, which owns 100% of OGC
Pipeline, LLC. OGC has 1,400 miles of pipeline easements and pipelines, which
are being reactivated on an as needed basis to develop joint venture oil, gas
and coal bed methane projects with local producers in Oklahoma.


TelcoEnergy - Russia has an agreement to acquire 51% of Volgageoresource.
Volgageoresource has advised TelcoEnergy Management that it has been awarded, by
the Russian Federation, 5 permits to explore 5 hydrocarbon structures in the
Saratov Region. (1,037,820 acres or 420 km.sq). TelcoEnergy also has an LOI to
acquire a terminaling facility in Russia to export crude and refined products to
Rotterdam by barge

TelcoEnergy - China has acquired 100% of Sino-American Energy Inc. (SAEI), a
Delaware Corporation. SAEI is the operating partner in a joint venture with the
Jin Cheng Coal Bureau to develop clean burning, high BTU Coal Bed Methane Gas
(CBM) from the local partner's coal reserves, in the Shanxi Province of China.
Jin Cheng is the second largest coal company in all of China. The Jin Cheng
joint venture is currently completing 30 wells as part of a 300 well
developmental program. As the operator of the project, TelcoEnergy is planning
to utilize the Geotec recovery technology to further enhance the extraction of
the gas from the project.



                                      -6-
<PAGE>

Long Term Strategy

The Company plans to continue acquisitions, as TelcoEnergy, for long term
growth, as well as develop its own reserves.

The Company will also continue to develop and patent advanced technology and
processes in the energy sector. These have included:


a. Filed for patent, the case-less gas generator, which can be custom fitted to
the oil producing zone height at the well site
b. Filed for patent, the length between and sequence of the gas igniters, as
well as their location inside the propellant
c. Filed for patent, the pressure sequence of gases as produced by location of
the gas igniters
d. Emphasized the proprietary nature of the gas propellant materials, and their
method of production
e. Filed for patent, the use of the Generators(TM) in several different forms
with several well whole temperatures and conditions
f. Patent filing preparation for the Mach 3 Eco Fuel Saver.


7. Competition

Several companies have been involved or are currently involved in each of the
lines of business that the combined Geotec/TelcoEnergy ecosystem includes:
Servo-Dynamics, Inc., Schlumberger Technology, Compulog PST, and Oryx Energy
Company and other oil, natural gas, and coalbed methane exploration and
production companies.

8. Government Regulations

Jurisdiction for importing the Generators(TM) into the US for use in the oil and
gas industry is within the scope of the Bureau of Alcohol Tobacco and Firearms
(ATF). This agency requires the Company to be licensed under 27 CFR Part 55. The
Company has met all the pre-qualifications, and has been issued the necessary
importing license. The Company also has a Department of Transportation license
for transporting the generators by common carrier in North America from the
Company's licensed US depot.

As stated above, the Company's strategy in all countries, including China and
Russia, is to work in close partnership with industry and government teams to
ensure maximum business efficiency and rapid time to market for our products.

Oil Industry Regulations

General.

Political developments and federal and state laws and regulations (and orders of
regulatory bodies pursuant thereto) will affect the Company's oil and natural
gas services from time to time in varying degrees. In particular, federal and
state tax laws and other regulatory laws relating to the petroleum industry, and
changes in those laws and the underlying administrative regulations, govern a
wide variety of matters, including the drilling and spacing of wells on
producing acreage, allowable rates of production, marketing, pricing, prevention
of waste and pollution and protection of the environment. Such laws, regulations
and orders may restrict the rate of oil and natural gas production below the
rate that would otherwise exist in the absence of such laws, regulations and
orders and may restrict the number of wells that may be drilled on a particular
lease.

                                      -7-

<PAGE>

Price Regulations.

Effective January 28, 1981, Congress abolished all federal controls on the price
of domestically produced oil. Since that date, competition and supply and demand
primarily have affected the price of oil. Sales of natural gas by the Company's
partners will be subject to regulation of production, transportation and pricing
by governmental agencies. Generally, the regulatory agency in the state where a
producing gas well is located supervises production activities and, in addition,
the transportation of natural gas sold intrastate. Since the adoption of the
Natural Gas Policy Act of 1978 (the NGPA), the Federal Energy Regulatory
Commission (AFERC) has regulated the price of intrastate as well as interstate
gas.

The NGPA is a complicated and lengthy piece of legislation. It provides for
wellhead price controls for specified time periods, decontrol of certain prices
depending on location, depth or time of production, emergency allocation
authority, curtailment of deliveries to certain consumers coupled with
preferential delivery status to other consumers, incremental pricing to large
industrial consumers, refunding with interest as to receipts in excess of the
ceiling prices, and substantial penalties (both civil and criminal) for
violations of the NGPA. Complex pricing provisions of the NGPA include
approximately thirteen major pricing categories.

Certain states have adopted legislation, which has the effect of setting a
ceiling price for certain natural gas sold under existing contracts and not
committed or dedicated to interstate commerce before enactment of the NGPA. The
United States Supreme Court upheld the constitutionality of that type of
state-mandated price control by Kansas. The pricing categories referred to above
represent maximum authorized prices. A natural gas purchaser does not
necessarily pay those prices, which are generally affected by the level of
competition in the area, the availability of pipelines and markets, and the
price ceilings under the NGPA.

State Regulation. State statutory provisions relating to oil and natural gas
generally require permits for the drilling of wells and also cover the spacing
of wells, the prevention of waste, the rate of production, the prevention and
clean-up of pollution and other matters.

Possible Legislation. Currently there are many legislative proposals pertaining
to the regulation of the oil and natural gas industry, including decontrol of
natural gas prices and modification of legislation affecting pipeline companies.
Any of such proposals may directly or indirectly affect the activities of any
Company. No prediction can be made as to what additional energy legislation may
be proposed, if any, nor which bills may be enacted nor when any such bills, if
enacted, would become effective.

Regulation of the Environment. The exploration, development, production and
processing of oil and natural gas are subject to various federal and state laws
and regulations to protect the environment. Various state and governmental
agencies are considering, and some have adopted, other laws and regulations
regarding environmental control that could adversely affect the activities of
the Company. Compliance with such legislation and regulations, together with any
penalties resulting from noncompliance therewith, will increase the cost of oil
and natural gas development, production and processing. Certain of these costs
may ultimately be borne by the Company. Management does not presently anticipate
that compliance with federal, state and local environmental regulations will
have a material adverse effect on capital expenditures, earnings or the
competitive position of the Company in the oil and natural gas industry.

The preceding discussion of regulation of the oil and natural gas industry is
not intended to constitute a complete discussion of the various statutes, rules,
regulations or governmental orders to which the Company's operations, services,
and revenues may be subject.

ITEM 2. DESCRIPTION OF PROPERTIES

PROPERTIES

The Company currently leases facilities consisting of approximately 2,700
square feet of office space in Boca Raton, Florida, pursuant to a five year

                                      -8-

<PAGE>

lease, with initial monthly base rental amount of $6,148, inclusive of taxes,
operating expenses for the common area of the building, maintenance, janitorial
services and electricity. The Company also leases a storage facility for its gas
generators, which is centrally located in the oil/gas producing states. From
this location, the Company can readily ship its generators throughout North
America. Geotec/TelcoEnergy Corporation, now has expanding operations in Russia,
China, South America and the United States. TelcoEnergy also has offices within
the business operations outlined above, in New Mexico, Oklahoma, California,
Russia and China.

ITEM 3. LEGAL PROCEEDINGS

There were two legal proceedings the Company was involved with prior to, and
during 2003, as specified below, however, the Company has resolved all legal
proceedings and no legal proceedings are anticipated.

The Company filed, in Circuit Court of the 15th Judicial Circuit in and for
Palm Beach County, Florida, a lawsuit alleging fraud, extortion and civil RICO
against UltraDiamond Technologies, Inc., a Massachusetts Company, and its
principals, Wayne Snow, Joseph Russo, individually, case no 01--7516D.

UltraDiamond, and its two principals, Joe Russo and Wayne Snow along with Dan
Pepe, Geotec's President with FR & PC Altai's diamond powder starting on or
about 1995 and 1996, and UltraDiamond has/had a distribution agreement for the
diamond powder which is in dispute between the parties. Geotec received notice
from UltraDiamond's attorney, in early 2001, that the Company is distributing
diamond powder, which Geotec responded was not the case, and that it had no
interest in distributing Altai's diamond powder. Further, UltraDiamond asserted
that Dan Pepe, the Company's former Chairman and President, directed the
opportunity for the Company's generators away from UltraDiamond, and that
UltraDiamond had a first right of refusal for all of Altai's 100+ technologies.
Altai, firmly denied that UltraDiamond had any distribution, at any time, for
any of its technologies, other than for the diamond powder and diamond related
products. Further, to the best of the Company's knowledge, UltraDiamond
technologies has no full time employees, and Wayne Snow is a full time
accountant, and Joe Russo is a food salesman, and they are UltraDiamond's only
employees. The Company believes that on or about February, 2001 that Altai,
clarified its termination of UltraDiamond, even though, through discovery it
appears, in general reading that UltraDiamond's only written contract terminated
in 1995, and was renewed until December 31, 1996, when it also terminated. No
other documents have been received by Geotec that makes any assertion, in the
Company's opinion, that UltraDiamond had any rights, at any time, except for
diamond powder and related diamond products. In communications with Altai, they
believe that UltraDiamond filed its suit against Dan Pepe, to recover their
distribution of the diamond powder such that their revenue could continue,
without full payment to Altai, as stated by Altai, for the inventory of the
diamond powder.

On or about April, 2001, following these events, UltraDiamond filed a lawsuit
against Dan Pepe, , the Company's former President, alleging that Mr. Pepe,
interfered with the relationship of UltraDiamond and Altai, and sought to
recover unspecified damages from Dan Pepe. Following these events, Joe Russo
contacted Dan Pepe for a settlement, and communications occurred also with W.
Richard Lueck, the Company's CEO regarding UltraDiamond and its principles
demands, which included 6,000,000 shares of the Company's common stock, $200,000
in cash, 5% royalty of all the Company's sales, the sale or distribution of the
diamond powder by the Company for a 5% royalty on all sales to UltraDiamond, and
a seat on Geotec's board of directors. Through several conversations and
communications with UltraDiamond, its legal counsel and Joseph Russo, they made
it clear that they were also going to file a lawsuit against the Company, if
settlement was not offered by the Company..

The Company filed a torturous interference, fraud and RICO lawsuit, as a result
of these actions. Further, in Massachusetts US court, FR & PC Altai has also
filed for alleged fraud, torturous interference and improper conveyance,
including non-payment of contractual funds to Altai and return of UltraDiamond's
inventory, which Altai alleges that it has not been paid for.

On, September 12, 2002, a 12 person jury in the United States District Court for
the District of Massachusetts returned a defendant's verdict in favor of Daniel
Pepe, one of Geotec's founders and its current president, upon a claim that the

                                      -9-

<PAGE>

Company's technology had been a corporate opportunity of another U.S. company
for which Mr. Pepe had worked, and that Mr. Pepe had wrongfully misappropriated
and taken that opportunity away with him. The name of the case was "UltraDiamond
Technologies, Inc. vs. Daniel Pepe, Civil Action No. 01-10774WGY." The
misappropriation of corporate opportunity claim against Mr. Pepe went to the
jury on two theories: breach of fiduciary duty; and tortuous interference with
advantageous business relations. The jury found for Mr. Pepe on both theories.
Two other claims against Mr. Pepe - (1) that he had taken confidential
information away from UltraDiamond and (2) that he had engaged in unfair trade
practices prohibited by a Massachusetts statute - did not even reach the jury
because they were thrown out by the trial judge as completely unsupported by the
evidence. Prior to trial UltraDiamond had made a settlement demand of
$250,000.00, 6.5 Million the Company's Common Shares, and a 3% royalty of all
the Company's sales. The verdict in favor of Mr. Pepe means that UltraDiamond
receives nothing and that Mr. Pepe legally acquired the thermal generator
technology for the Company.

UltraDiamond subsequently filed for a new trial, which was denied on November 6,
2002. And further, UltraDiamond filed an appeal, which, if won by UltraDiamond
would create a new trial. UltraDiamond subsequently dropped its appeal against
Mr. Pepe in July, 2003.

FR & PC Altai filed in Massachusetts US Court for a Summary judgment against
UltraDiamond, in March, 2003.

FR & PC Altai subsequently settled its case with UltraDiamond in December, 2003.

Subsequent to Mr. Pepe's case, management determined that it would be in the
best interest of the company to drop its torturous interference, fraud and RICO
lawsuit against UltraDiamond, Mr. Joseph Russo, and Mr. Wayne Snow, and that
motion was granted, without prejudice.

Separately, the Company filed liens against Emerald Restoration and Production
Company, a Nevada Corporation, for the non-payment of the contract, in which the
Company treated 8 wells in or around Gillette, Wyoming. Emerald had apparently
filed Chapter 11 bankruptcy, before, and unknown to the Company at the time of
Geotec treating Emerald's wells. Subsequently, in the summer of 2001, the
Federal Bankruptcy Court dismissed the bankruptcy, allowing the Company to
attempt to foreclose on the wells that were treated. During this process, the
Wyoming Oil and Gas Commission contacted Geotec and informed the Company that it
was going to cap and close all the 120 wells owned by Emerald. The Company could
not proceed in a timely fashion to foreclose on these wells, and there was a
question of liability for the capping fee costs for all the wells, and pollution
in and around the tank batteries, according to the Bureau of Land Management,
with the liability estimated at or around $2.4 Million. Further, the equipment
on the wells in question was removed, reportedly to pay for the capping fees and
costs, such that the business opportunity was questioned by Management.

In the summer of 2002, the Wyoming Oil and Gas Commission made its determination
to cap all of the Emerald wells, since Roland Marquardt ceased operations of
Emerald. No payments were ever made by Emerald to the Company.

Emerald Restoration and Production Corporation had 8 wells, of their 120 wells
treated by the Company in 2000, and the Company has liens against Emerald for
the wells treated with production increases. Emerald filed for protection under
Federal Bankruptcy law, which includes a legal bill ($5,708.01) from the law
offices of C. John Cotton, Gillette, WY. Mr. Cotton filed a suit against the
Company claiming that the Company operated Emerald and was responsible for this
legal bill. Mr. Cotton obtained a summary judgment in his favor for this amount,
on September 23, 2002 including costs and interest. The Company has filed an
appeal on October 17, 2002. Management believes that Federal Bankruptcy law does
not allow for debts such as this to be passed in this manner, and further that
the court did not hear the case and law in question. As of this filing, the
parties have agreed to settle the dispute with terms that have not been
disclosed.

                                      -10-
<PAGE>


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

NONE



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's Common Stock is traded on the OTCBB under the symbol "GETC." The
following sets forth the range of high and low closing bid prices for the Common
Stock as reported on NASDAQ during each of the periods presented. The quotations
set forth below are inter-dealer quotations, without retail mark-ups, markdowns
or commissions, and may not necessarily represent actual transactions.

   Period                                       High             Low


2002
First Quarter                                  $.55          $ .13
Second Quarter                                 $.34          $ .13
Third Quarter                                  $.24          $ .07
Fourth Quarter                                 $.20          $ .05

2003
First Quarter                                  $ .40          $ .08
Second Quarter                                 $ .34          $ .18
Third Quarter                                  $ .28          $ .16
Fourth Quarter                                 $ .20          $ .11

2004
First Quarter                                  $1.23          $ .11

The Company believes that as of December 31, 2003, there were approximately 83
record holders of the Company's Common Stock. The Company believes that there
are substantially in excess of 400 beneficial and round lot holders of the
Company's Common Stock.

Dividend Policy


The Company has not paid any cash dividends on its Common Stock and currently
does not expect to declare or pay cash dividends in the foreseeable future.
The Company presently intends to retain any earnings that may be generated to
provide funds for the operation of business.

Recent Sales of Unregistered Securities

In January 2003, the Company completed a private placement of 1,050,000 shares
of common stock for net proceeds of $16,000.

                                      -11-

<PAGE>

During the year ended 2003 the Company converted $495,232 of debt due to the
Investment trust into 3,303,213 shares of common stock valued at $.15 per share
which were the fair market value on the date of issuance.


ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the notes thereto appearing elsewhere
herein.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was released by the SEC, requires all
companies to include a discussion of critical accounting policies or methods
used in the preparation of financial statements. Note 2 to our financial
statements includes a summary of the significant accounting policies and methods
used in the preparation of our financial statements. The following is a brief
discussion of the more significant accounting policies and methods used by us.

GENERAL

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

We are an oil and gas technology fracturing company with technology derived from
the Russian Federation, exclusive for use in North, South and Central America.
All the effort, to date, for the period ending December 31, 2003, resulted in no
revenues, while waiting on the non performance of our past joint venture
partners.

We have found a new opportunity in TelcoEnergy Corporation, which we are in the
process of acquiring for approximately 80% of our company. We will have to file
a proxy to increase the authorized shares to complete this transaction.

We believe that TelcoEnergy Corporation and its contracts, joint ventures, and
acquisitions will be the leading component of our Company, and that the
fracturing company will be integrated, including our personnel into the total
operations of TelcoEnergy Corporation. It is critical to complete this
acquisition, in as much as, we will be dependent on the revenue generated from
TelcoEnergy products that use our technology for fracturing oil and gas wells,
including coalbed methane. We will also be dependent on the funds raised by
TelcoEnergy to fund our operations.

Based upon strategic partnerships, joint ventures and projects owned by
TelcoEnergy, we would expect to have a significant advantage over other
companies that are just focused on oil field services.

With the addition of TelcoEnergy, we also expect to be permitted by the Russian
Federation to incorporate our oil and gas fracturing technology in Russia and
China. We expect that TelcoEnergy will have to raise significant capital for the
development of their projects. We expect to earn significant fees on the
projects owned and operated, or under joint venture with TelcoEnergy, such that
TelcoEnergy projects will have largely increased revenues as a result of our oil
and gas fracturing technology.

RESULTS OF OPERATIONS

Revenues decreased from $97,500 for the year ended December 31, 2002, to $0 for
the year ended December 31, 2003. The Company performed consulting/engineering
services, and sold gas generators to one of its joint venture partners during
the year ended December 31, 2002. For the year ended December 31, 2003 the
Company completed no consulting or engineering agreements.

                                      -13-

<PAGE>

General and administrative expenses decreased from $724,499 for the year ended
December 31, 2002 to $672,922 for the year ended December 31, 2003 a decrease of
$51,577. The decreases were due to payroll reductions, and decreased legal and
accounting fees.

Stock compensation expense decreased from $176,350 for the year ended December
31, 2002 compared to $13,750 for the year ended December 31, 2003. In Fiscal
2003 the Company issued common stock options to a consultant valued at $13,750.

For the year ended December 31, 2003 the Company recorded a gain on retirement
of accounts payable of approximately $48,000. This resulted from the settlement
of several old payables for a lessor amount then was previously recorded.

Interest expense for the year ended December 31, 2002 was $116,572 compared to
$69,366 for the year ended December 31, 2003 a decrease of $47,206. The decrease
is due to the Company's decrease in borrowings.


LIQUIDITY AND CAPITAL RESOURCES


In January 2003, the Company completed a private placement of 1,050,000 shares
of common stock for net proceeds of $16,000.

During the year ended 2003, the Company converted $495,232 of debt due to the
Investment trust into 3,303,213 shares of common stock valued at $.15 per share.
The Company's also borrowed an additional $100,577 for the Investment Trust.

The report of the independent auditors on the Company's financial statements as
of December 31, 2003, contains an explanatory paragraph regarding an uncertainty
with respect to the ability of the Company to continue as a going concern. The
Company is not generating significant revenues and has an accumulated deficit of
($7,591,697). The Company anticipates that its use of cash will be substantial
for the foreseeable future. In particular, management of the Company expects
substantial expenditures in connection with the treatment of additional wells.
The Company expects that funding for these expenditures will be available out of
the Company's future cash flow and issuance of equity and/or debt securities
during the next 12 months and thereafter. There can be no assurance whether or
not such financing will be available on terms satisfactory to management. If the
Company does not obtain additional financing, it will be unable to purchase the
minimum amount of generators under its contract with FR&PC ALTAI.

TelcoEnergy and Geotec Management are in the process of attempting to secure
financing through several co-managed financing structures.

                                      -13-
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

See "Index to Financial Statements" for the financial statements included in
this Form 10-KSB.

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report                                                F-1

Balance Sheet                                                               F-2

Statements of Operations                                                    F-3

Statement of Stockholders' Deficit                                          F-4

Statements of Cash Flows                                                    F-5

Notes to Financial Statements                                        F-6 - F-11




                                      -14-
<PAGE>
                           INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Geotec Thermal Generators, Inc.

We have audited the accompanying balance sheet of Geotec Thermal Generators,
Inc. as of December 31, 2003, and the related statements of operations, changes
in stockholders' deficit, and cash flows for the years ended December 31, 2003
and 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Geotec Thermal Generators, Inc.
as of December 31, 2003, and the results of its operations and its cash flows
for the years ended December 31, 2003 and 2002 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred losses of
$707,957 and $952,816 for the years ended December 31, 2003 and 2002,
respectively. Additionally, the Company had a working capital deficiency of
$1,883,862 at December 31, 2003. These conditions raised substantial doubt about
the Company's ability to continue as a going concern. Management plans with
respect to these matters are also described in Note 2 to the financial
statements. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.





                                                /S/ Sherb & Co., LLP
                                                    Sherb & Co., LLP
                                                    Certified Public Accountants



New York, New York
April 8, 2004


                                   F-1

<PAGE>
                       GEOTEC THERMAL GENERATORS, INC.

                                 BALANCE SHEET

                               DECEMBER 31, 2003

                             ASSETS

CURRENT ASSETS:
 Cash                                                    $       271
                                                              ------
    TOTAL CURRENT ASSETS                                         271

PROPERTY AND EQUIPMENT, net                                   11,213

DEPOSIT                                                       16,879
                                                              ------
                                                         $    28,363
                                                              ======

             LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Accounts payable                                        $    85,398
 Accounts payable - related party                             73,338
 Due to officers                                             922,148
 Accrued expenses                                            246,940
 Notes payable                                               556,309
                                                           ---------
    TOTAL CURRENT LIABILITES                               1,884,133
                                                           ---------

STOCKHOLDER'S DEFICIT:
 Common stock, $.001 par value, 50,000,000
  shares authorized; 30,007,865 shares
  issued and outstanding                                      30,008
 Additional paid-in capital                                5,705,919
 Accumulated deficit                                      (7,591,697)
                                                           ---------
    TOTAL STOCKHOLDERS' DEFICIT                           (1,855,770)
                                                           ---------
                                                         $    28,363
                                                           =========







                        See notes to financial statements

                                      F-2

<PAGE>
                        GEOTEC THERMAL GENERATORS, INC.

                            STATEMENTS OF OPERATIONS


                                                         Years
                                                  Ended December 31,
                                                2003                2002
                                             -------------       -----------

REVENUES                                      $    -             $   97,500

COST OF GOODS SOLD                                 -                 32,895
                                               ---------           ---------
GROSS PROFIT                                       -                 64,605

COSTS AND EXPENSES:
 General and administrative                     672,922             724,499
 Stock compensation expense                      13,750             176,350
                                               ---------           ---------
OPERATING LOSS                                 (686,672)           (836,244)

 Gain on forgiveness of accounts payable         48,081                -
 Interest expense, net                          (69,366)           (116,572)
                                               ---------           ---------
NET LOSS                                      $(707,957)         $ (952,816)
                                               =========           =========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING - basic and diluted       29,023,463          24,149,008
                                              ==========          ==========

NET LOSS PER SHARE - basic and diluted        $    (0.02)        $    (0.04)
                                               =========          ===========







                        See notes to financial statements

                                      F-3


<PAGE>
                        GEOTEC THERMAL GENERATORS, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>


                                     Common Stock       Additional
                                   ---------------        Paid-in     Accumulated
                                  Shares      Amount      Capital        Deficit       Total
                                ----------   --------   -----------   ------------   ----------
<S>                 <C> <C>     <C>          <C>        <C>           <C>           <C>
Balance at December 31, 2001    22,206,108   $ 22,206   $ 4,337,326   $ (5,930,924) $(1,571,392)

 Sale of common stock              553,334        553       165,446           -         165,999
 Shares issued for services        865,000        865       175,485           -         176,350
 Conversion of debt              2,030,210      2,031       507,033           -         509,064
 Net Loss                             -          -             -          (952,816)    (952,816)
                                ----------    -------    ----------    ------------  -----------
Balance at December 31, 2002    25,654,652   $ 25,655   $ 5,185,290   $ (6,883,740) $(1,672,795)

 Sale of common stock            1,050,000      1,050        14,950           -          16,000
 Options issued for services          -          -           13,750           -          13,750
 Conversion of debt              3,303,213      3,303       491,929           -         495,232
 Net Loss                             -          -             -          (707,957)    (707,957)
                                ----------    -------    ----------    ------------  -----------
Balance at December 31, 2003    30,007,865   $ 30,008   $ 5,705,919   $ (7,591,697) $(1,855,770)
                                ==========    =======    ==========    ===========   ===========

</TABLE>





                        See notes to financial statements

                                       F-4






<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.

                            STATEMENTS OF CASH FLOWS



                                                         Years
                                                  Ended December 31,
                                                2003                2002
                                             -------------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                     $  (707,957)        $ (952,816)
                                               -----------         ----------
 Adjustments to reconcile net loss
  to net cash used in operating
  activities:
   Depreciation and amortization                    4,613             15,284
   Write-off of inventories                        12,636             12,634
   Gain on forgiveness of accounts payable        (48,081)              -
   Stock options issued for compensation           13,750               -
   Stock issued for compensation                     -               176,350

 Changes in assets and liabilities:
   Other assets                                      -                13,687
   Accounts payable - related party                35,735               -
   Accrued expenses                               195,984               -
   Accounts payable                                 2,555            561,203
                                               ----------          ---------
NET CASH USED IN OPERATING ACTIVITIES            (490,765)          (173,658)
                                               ----------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due from officers,net                            374,309            (78,851)
 Proceeds from issuance of debt                   100,577             81,301
 Proceeds from issuance of common stock            16,000            165,999
                                               ----------          ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES         490,886            168,449
                                               ----------          ---------
NET INCREASE (DECREASE) IN CASH                       121             (5,209)

CASH, beginning of year                               150              5,359
                                               ----------          ---------
CASH, end of year                             $       271         $      150
                                               ==========          =========

SUPPLEMENTAL CASH FLOW INFORMATION:

Non cash transactions

 Conversion of debt to common stock           $   495,232         $  509,064
                                               ==========          =========
Cash paid for:
 Interest                                     $      -            $     -
                                               ==========          =========
 Income Taxes                                 $      -            $     -
                                               ==========          =========



                        See notes to financial statements

                                      F-5

<PAGE>
                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS



1. ORGANIZATION

Geotec Thermal Generators, Inc. ("Geotec" or the "Company") was incorporated on
February 2, 1998, in the state of Florida.

The Company intends to commercialize the Russian Federation's technology for
secondary oil and gas recovery in North, Central and South America. The
technology has been used on approximately 30,000 Russian wells to date. The
Company was formed to complete the initial development contract, which was
executed in August 1996. Subsequent to the development contract, three contracts
were executed, covering patent rights, transfer of technology and a long-term
exclusive contract for the geographic area as mentioned above.

During October 1999, the Company was acquired by Kennsington, Inc.
("Kennsington"), for 18,714,775 shares of Kennsington common stock, for all of
the equity of the Company. As a result of this transaction the principals of
Geotec received approximately 90% of the total outstanding common stock of
Kennsington. Upon completion of the transaction there were 20,714,775 shares of
Kennsington issued and outstanding. The acquisition has been accounted for as a
reverse acquisition under the purchase method for business combinations.
Accordingly, the combination of the two companies is recorded as a
recapitalization of the Company, pursuant to which the Company is treated as the
continuing entity. In November of 1999, Kennsington changed its name to Geotec
Thermal Generators, Inc. as part of the merger of its subsidiary into itself.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation - The Company has incurred operating losses of $707,957
and $952,816 for the years ended December 31, 2003 and 2002. There is also a
working capital deficiency of $1,883,862 at December 31, 2003. No assurances
exist that the Company will not encounter substantial delays and expenses
related to the financing of its completion of its product development and
marketing efforts. The Company will be required to expand its management and
administrative capabilities in order to manage the aforementioned items as well
as to respond to competitive market conditions. These and other factors may
require additional funds and the Company may seek such funds through additional
equity financing, debt financing, collaborative arrangements or from other
resources. Such funds may not be available on terms acceptable to the Company.

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

C. Cash and cash equivalents - The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less when
purchased, to be cash equivalents.

D. Property and equipment - Property and equipment is stated at cost.
Depreciation of property and equipment is computed using the straight-line
method over the estimated useful lives of the assets.

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

F. Income taxes - Income taxes are accounted for under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which is an asset
and liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns.

G. Net loss per share - - The Company has adopted SFAS, No. 128, Earnings per
Share. Basic earnings (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the per share
amount that would have resulted if dilutive common stock had been converted to
common stock, as prescribed by SFAS No. 128.


                                       F-7

<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


H. Fair value of financial instruments - The carrying amounts reported in the
balance sheet for cash, accounts payable and accrued expenses approximate fair
value based on the short-term maturity of these instruments.

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

In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative instruments and Hedging Activities.
This Statement is effective for contracts entered into or modified after June
30, 2003, except for certain hedging relationships designated after June 30,
2003. Most provisions of this Statement should be applied prospectively. The
adoption of SFAS No. 149 did not have a material impact on the Company's
financial statements.

In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatory redeemable financial
instruments of nonpublic entities, if applicable. It is to be implemented by
reporting the cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of the Statement and
still existing at the beginning of the interim period of adoption. The adoption
of SFAS No. 150 did not have a material impact on the Company's financial
statements.


3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2003




          Furniture and Fixtures          5 Years       $     33,990
          Data processing equipment       3 Years             30,931
                                                        -------------
                                                              64,921
          Less: accumulated depreciation                     (53,708)
                                                        -------------
                                                        $     11,213
                                                        =============


4. DUE TO OFFICERS

The Company has accrued unpaid wages to two of its officers. As of December 31,
2003, the amount of these accruals was $922,148.







                                       F-8
<PAGE>

                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


5. NOTES PAYABLE

The Company borrowed a total of $1,041,541 from an Investment Trust based in
Bermuda. The notes bear interest at 12.5% per annum and are payable upon demand.
The Company also borrowed an additional $10,000 from an additional investor. The
note bears interest at a rate of 50% per annum and is payable upon demand, this
note has been subsequently converted into shares of the Company's common stock
in February 2004. During the year ended 2003 the Company converted $495,232 of
debt due to the Investment trust into 3.303,213 shares of common stock valued at
$.15 per share, the fair market value at the date of issuance. The Company's
notes payable totaled $556,309 at December 31, 2003.

8. COMMON STOCK

The Company completed a private placement of 1,050,000 shares of common stock
for net proceeds of $16,000.

During the year ended 2003, the Company converted $495,232 of debt due to the
Investment trust into 3,303,213 shares of common stock valued at $.15 per share.

During the year ended December 31, 2003, the Company issued 1,375,000 common
stock options to 5 employees with a price $.15 per share, which was the stock
price on the day of issuance. The Company also issued 125,000 common stock
options with an exercise price of $.15 to a consultant, which was the share
price on the day of issuance. The Company incurred an expense of $13,750 as a
result of these options as per a Black Scholes valuation.

9. INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and tax basis of assets
and liabilities, and for the expected future tax benefit to be derived from tax
loss and tax credit carry forwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets.

The provision (benefit) for income taxes differs from the amounts computed by
applying the statutory federal income tax rate to income (loss) before provision
for income taxes is as follows:



                                       Years ended December 31,
                                 ------------------------------------
                                        2003               2002
                                 -----------------  -----------------

Tax benefit computed
  at statutory rate               $       (240,705) $     (323,957)

Permanent difference                             -          47,889

State income taxes                         (24,778)        (31,653)

Losses for which no tax
  benefit utilized                         265,483         307,721
                                  ----------------- -----------------

Net income tax benefit            $              -  $            -
                                  ================= =================
The Company has a net operating loss carry forward for tax purposes totaling
approximately $4,308,000 at December 31, 2003 expiring between the years 2014
and 2023.






                                       F-9


<PAGE>



                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


Listed below are the tax effects of the items related to the Company's net tax
liability:



                                   December 31, 2003
                                  ------------------
Tax benefit of net
operating loss carry forward       $  1,616,000

Tax benefits of accruals                346,000

 Valuation Allowance                 (1,962,000)
                                     ------------

                                   $       -
                                     =============

10. COMMITMENTS

In December 1999, the Company entered into a five-year lease for office space
commencing April 2000.

Future minimum rental payments under the non-cancelable operating lease are as
follows:

                                                 Year ended December 31,


                        2004                              $ 71,516
                        Thereafter                           5,974
                                                   -----------------
                                                          $ 77,490
                                                   =================

Rent expense for the years ended December 31 2003 and 2002 was approximately
$73,000 and $75,000 respectively.

The Company entered into an agreement in December 1998 with the Russian
Federation whereby upon successful testing of 60 gas generators, the Company is
required to order a minimum of 5,000 gas generators over a ten year period,
beginning with the acceptance of the technology and the receipt of the Russian
export license, which was received in November, 2001. A total of 1,000
generators are required to be ordered in the first two years from receipt of the
export license, with a minimum of 500 units per year in the subsequent eight
years for the Company to retain its exclusivity. The Company is obligated to
purchase approximately $4,500,000 of generators over the next three years
subsequent to the initial 2-year period. As of December 31, 2003, the Company
has not received any notice of default on the license of its technology.





                                      F-10


<PAGE>



                         GEOTEC THERMAL GENERATORS, INC.
                          NOTES TO FINANCIAL STATEMENTS


11. STOCK OPTIONS

Stock option transactions were as follows:


                                                      Weighted Average
            Number of options          Shares          Exercise Price
----------------------------------- -------------     ----------------

Balance December 31, 2001                625,000      $          3.64
Granted                                     -
Exercised                                   -
Forfeited                                   -
                                    -------------     ----------------
Balance December 31, 2002                625,000      $          3.64

Granted                                1,500,000                  .15
Exercised                                   -
Forfeited                                   -
                                    -------------     ----------------
Balance December 31, 2003              2,125,000      $          1.18
                                    =============     ================

The following options were outstanding at December 31, 2003:

<TABLE>
<CAPTION>


    Range of        Outstanding     Weighted Average    Exercisable    Weighted Average     Remaining
 Exercise Price       Options        Exercise Price       Options       Exercise Price    Life (Years)
----------------- ---------------- ------------------- -------------- ------------------- --------------
<S>     <C>           <C>                      <C>            <C>               <C>                 <C>
  $2.00-$5.00         275,000                  $4.36          275,000           $4.36               1
  $1.50-$4.00         350,000                  $3.07          350,000           $3.07               2
  $0.15             1,500,000                  $0.15        1,500,000           $0.15               3
</TABLE>

The following disclosure is for awards of stock based compensation for the year
ended December 31, 2003:

Net loss, as reported                                         $  (707,957)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards          (213,228)
                                                               -----------
Pro forma net loss                                            $  (921,185)
                                                               ===========

Loss per share:
  Basic and diluted - as reported                             $     (0.02)
                                                               ===========
  Basic and diluted - pro forma                               $     (0.03)
                                                               ===========

The Company has valued interim stock based compensations awards utilizing the
Black-Scholes options pricing model using the following assumptions: risk free
interest rate of 3.00%, volatility of 175%, an estimated life of three years,
and dividend yield of 0%.

12. SUBSEQUENT EVENTS

In February 2004, the Investment Trust converted $425,557 of debt and accrued
interest into 2,400,000 shares of common stock.

In February 2004, a consultant exercised common stock options resulting in the
issuance of 105,867 shares of common stock

In February 2004, the Companies former President converted $200,000 of accrued
wages due to him into 930,223 shares of common stock.

In February 2004, the Company converted a $10,000 note payable and $12,274 of
accrued interest into 40,000 shares of common stock. The value of those shares
on the date of issuance was $15,000.

The Company has executed an agreement to acquire TelcoEnergy Corporation on
March 1, 2004. The acquisition agreement has a provision for the implementation
of an operating agreement, which was executed on March 9, 2004, in which
TelcoEnergy will operate the Company until the completion of the acquisition

                                      F-11
<PAGE>


8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
   DISCLOSURE

None.

ITEM 8A.   CONTROLS AND PROCEDURES

           As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by the annual report, being December 31,
2003, we have carried out an evaluation of the effectiveness of the design and
operation of our company's disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
company's management, including our company's President. Based upon that
evaluation, our company's President concluded that our company's disclosure
controls and procedures are effective. There has been no significant changes in
our company's internal controls or in other factors, which could significantly
affect internal control subsequent to the date we carried out our evaluation.

         Disclosure controls and procedures and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management
including our President as appropriate, to allow timely decisions regarding
required disclosure.


                                    PART III

ITEM 9. MANAGEMENT

                                   MANAGEMENT

The following table sets forth certain information concerning the current
directors of the Company and the executive officers of the Company:

                                   MANAGEMENT
The officers and directors of the Company are as follows:

Name                                Age        Position
--------------------------------------------------------------------------------

Peter Knollenberg                   54         President and Chairman

W. Richard Lueck                    54         Chief Executive Officer,
                                               Chief Financial Officer/Director
                                               Secretary/Treasurer




                                      -15-
<PAGE>

The following is a brief description of the business background of the
directors/key employees of the Company.

Peter Knollenberg - Chairman & President. Peter Knollenberg has 20 years of
experience in the oil and gas industry. He became Chairman of the Board and
acting President of GEOTEC as of March 1, 2004. He also serves as Director and
President of TelcoEnergy which was incorporated in September of 2002.
TelcoEnergy is an international integrated oil and gas company. From 2000 to
present Mr. Knollenberg has been President and Director of Venture Planning,
Inc. which is the largest shareholder of TelcoEnergy. Venture Planning is a
holding company for primarily energy related businesses. From 1999 to present
Mr. Knollenberg has been the Manager of OGC Pipeline, LLC. From 1994 to Present
Mr. Knollenberg has been an independent oil and gas producer. He first started
working in the energy sector in 1980 for Fuel Oil Supply and Terminaling, Inc.,
(FOSTI) as its International Manager. Mr. Knollenberg received his secondary
education in Europe and graduated with a BFA from New York University in 1973.
He holds a Certificate of Special Studies in Administration and Management from
Harvard. Mr. Knollenberg is married with two children and active in sports and
exploration.

W. Richard Lueck has been the Chief Executive Officer, Secretary and a Director
for the Company since its inception in 1998. Mr. Lueck has accumulated over 25
years of experience in financing, building, and managing of several biomedical
companies, with jobs and duties covering executive management, marketing,
technology acquisition, quality control and operations. Mr. Lueck also currently
holds the positions of Chief Executive Officer and Director for NanoBlox, Inc.
and NanoBioBlox, Inc. (Formerly NanoBlox, MicroElectronics Division, Inc.)which
is expected to coordinate substantial efforts in specific energy fields for
Geotec/TelcoEnergy. Mr. Lueck will spend substantial synergistic efforts on
behalf of the FR & PC Altai technologies, where he has previously been
responsible for the capitalization structure and obtaining financing for both
high-growth companies. Mr. Lueck is also Director and Executive Vice President
of Rotary Concepts, a multi-fueled engine prototype company.

From 1992 through 1996, Mr. Lueck served as Executive Vice president for
Cytoferon Corporation, where he was responsible for corporate restructuring,
finance, marketing, and scientific development of Viragen, Inc. Mr. Lueck
spearheaded Viragen's acquisition of Cytoferon Corporation. From 1988-89, Mr.
Lueck was Senior Group manager for Coulter Electronics, where he specialized in
marketing, product development, and technology transfers. From 1984 until 1988,
Mr. Lueck served as Executive Vice President and Director for American Labor, a
company specializing in coagulation and hematology products in the medical
industry. From 1979 until 1981, Mr. Lueck served as Senior Marketing Manager for
Warner-Lambert in Southbridge, MA, where he was involved in multi-plant
marketing, manufacturing, and operations. Mr. Lueck was also Executive Vice
President of Medical Analysis Systems from 1982-1984, a technology company that
stabilized enzymes/clinical reagents.

From 1972 until 1974, Mr. Lueck worked at the University of Minnesota, Masonic
Hospital as a Research Scientist for Laboratory Operations, Cancer Research, and
Virology. Mr. Lueck received his BS in Biological Sciences/Biochemistry from the
University of Minnesota in 1974 and select MBA classes at Nova University and
New York Institute of Technology from 1976-77.

Albert O. Banahene has been the Company's Chief Petroleum Engineer since
September 1999. His petroleum industry experience spans three continents; North
America, Europe and Africa. Practical experience includes reservoir engineering
studies, reservoir simulation, well test analysis, production optimization,
production forecasting, and oil/gas property evaluation.

Mr. Banahene was a Petroleum Engineer with JHR Corporation of Bridgeville, PA
responsible for Reservoir Management and Production Optimization (1999). He also
worked for Petroleum Reservoir Engineer for GeoKnowledge AS of Oslo developing
models for prospect analysis and fiscal regimes (1998). Mr. Banahene acquired
extensive Petroleum Production Operations and Reservoir Engineering experience
on some West African fields including Nemba Field in Angola; Tano and Saltpond

                                      -16-

<PAGE>

Fields in Ghana; and the Ibex, Kudu and Eland Fields in La Cote d'Ivoire. He
worked with the Ghana National Petroleum Corporation for 8 years (1990-1998).
During this tenure, he played a key role in developing strategies of integration
of West African Energy Projects. He was a member with a dynamic role in a
multi-disciplinary team (GNPC-Chevron) in developing some West African oil/gas
fields to supply gas to regional thermal plants and other markets - an
integrated project. He was part of a multi-disciplinary team (from the World
Bank, Ministry of Finance, Ministry of Mines and Energy, National Petroleum and
Electric Utility companies) tasked to rank and select proposed thermal power
plants to complement existing hydroelectric system. Mr. Banahene has also been
involved in petroleum production optimization in Bavli (Byelurus) and Rechitsa
(Russia) oil fields in the late 1980's.

Albert O. Banahene earned a Masters of Engineering Degree from the Colorado
School of Mines (1995). He also holds a Masters of Science in Petroleum
Engineering from the Moscow Institute of Oil and Gas, Russia (1989). Albert has
also earned credits towards the Master of Energy Management program offered at
the Norwegian School of Mines in Norway (1998/99).


The following is a list of TelcoEnergy's key management team: (Officer and
Directors of the combined companies will be filed with the Securities and
Exchange Commission [SEC], though a subsequent 8Ka filing detailing the
combining of personnel and financials)

Philip Ruggieri, Executive Vice President of Finance and CFO. Mr. Ruggieri has
over 25 years experience with the IBM Corporation. Mr. Ruggieri is also a
Managing Partner in the Bretton Woods Group, with primary business development
focus on China. From 2000 through 2002, Mr. Ruggieri was a partner in the
venture firm, Windcrest Partners. From 1975 through 2000, Mr. Ruggieri worked at
IBM Corporation. While there he held many executive and international positions,
including: 1999-2000 Director of Global Solutions-Digital Media. This team had
worldwide development, marketing and sales responsibility for IBM digital media
solutions; 1998-2000 - Director of Sales Operations-Communications Sector. This
unit had wordwide sales responsibility for IBM's complete product line;
1994-1998 - Director of Finance and Planning-Global Telecommunications and Media
Industries; 1991-1994 - IBM Florida CFO; 1989-1990 - Manager of
Resource/Restructuring; 1988-1989 - Manager of Global Technology Products
Planning; 1984-1987 - Manager of International Tax Programs; 1983-1984 Manager
of Pricing/Europe. Prior to 1983, Mr. Ruggieri held a number of management and
staff positions in finance, planning and operations.Mr. Ruggieri is a member of
the Board of Special Olympics. He is a previous board member of PGA Interactive
and NHL Cyber Enterprises. Mr. Ruggieri received his B.S. from Fordham
University, concentration in Finance.


Dean W. Crowell, Senior Vice President- Strategic Planning Mr. Crowell has
extensive experience in the development of natural resources, energy and
telecommunications projects both in the US and internationally, especially in
Russia and China. Mr. Crowell has worked on all forms of natural resources
projects, including precious and base metals mining, power facility development
and permitting, and energy resource recovery, including the acquisition and
development of coalbed methane properties in both the US, Europe and Asia. From
1999 through 2003, Mr. Crowell served as president of First Telecom China
Holdings Limited, a privately held international holding company providing
various telecommunications services and infra-structure products principally in
China and elsewhere in Asia. Previously, Mr. Crowell was in the private practice
of law for 23 years. From 1992 through 1999, Mr. Crowell was a partner in a
major international working in its Washington D.C., Paris and Moscow offices.
From 1984 to 1992, Mr. Crowell was a partner in a Denver-based law firm where he
specialized in the representation of mining and energy companies. Mr. Crowell
served as a law clerk to Justice Donald E. Kelley of the Colorado Supreme Court
in 1975. Mr. Crowell obtained a B.A. in 1971 from the University of Colorado and
a J.D from the University of California, Hastings College of Law in 1974.

                                      -17-
<PAGE>

James L. Vandeberg, Vice President and Corporate Counsel, Mr. Vandeberg was
previously general counsel and secretary of two New York Stock Exchange
companies, Carter Hawley Stores, Inc. and Denny's Inc. In this capacity while at
Carter Hawley Hale Stores, he managed the defense of two hostile take-over bids,
restructured the company into two publicly held companies and facilitated a
tender offer for creditor claims while in a chapter 11 reorganization. While in
private practice, Mr. Vandeberg has been involved in initial public equity and
debt offerings for several companies including Nordstrom. He has also been
responsible for the periodic reporting required under the federal securities
laws. Mr. Vandeberg graduated cum laude from the University of Washington with a
Bachelor of Arts degree in accounting. He received his law degree from New York
University School of Law where he was a Root-Tilden Scholar. Mr. Vandeberg is a
member and former director of the American Society of Corporate Secretaries. He
is also a member of the Washington State Bar Association and the California
State Bar Association. In addition, he serves on the Board of Directors of
several public companies.


Dennis Y. L. Leung, Senior Vice President of Fuel Processing and General Manager
of Mach 3 Automotive Products, LLC.  Since 1998, Mr. Leung has been a principal
in Mach 3 Technologies Group. Mr. Leung was also the Principal Associate for
Lincoln Capital Group, from 1993 through 1998. Mr.  Leung was also the Principal
at Dennis Leung and Associates Consulting Engineers & Planners from 1976 through
1993. Mr. Leung earned postgraduate degrees at the University of London of D.I.C
and M. Sc. B. Sc. (Eng.) at the University of Hong Kong. His professional
engineering practice has earned the professional qualifications of M.I. C E., C.
Eng and P. Eng


Roman Rozenberg, Managing Director, Russia Mr. Rozenberg was the President and
CTO of Machblade Technologies from 2002 to 2004. He was also the President and
CTO of Biolink Technologies International from 1998 to 2002. From 1997 to 1998,
he served as Managing Director, CIS operations for Baan Company, N.V., a leading
Dutch software developer. From 1995 to 1997, Mr. Rozenberg was with Price
Waterhouse Coopers from 1995 to 1997 as a Senior Manager where he advised a
number of large Russian companies including Gazprom on vast array of business
issues. Mr. Rozenberg has 18 years business experience in various fields
including telecommunications and energy. Mr. Rozenberg has undergraduate and
graduate degrees in Information Systems Engineering, from the Polytechnic
University of New York.


Dennis M. Tomes, Managing Director China is an international economist and
investment banker with over 20 years experience analyzing international
projects, advising U.S. and foreign companies on their international strategies,
and assisting companies with their international investment transactions. Mr.
Mr. Tomes resides in Beijing and heads an investment development company
comprised of a team of successful senior executives in China and the United
States. He has acts as investment banker, partner, or agent in the development
of selected business opportunities in China.


Donnie Hill - Executive Vice President Of Exploration and Production and
President/CEO of BC&D Oil &Gas Corp. Since April, 1992, Mr.   Hill has been the
President/CEO of BC&D in Hobbs, New Mexico operating in New Mexico, West Texas
and Colorado. From May, 1998 until April, 1992, as the Regional Superintendent
for American Exploration Company. From December, 1994 until May, 1998, Mr. Hill
was the Area Production Superintendent for Kirby Exploration Company of Texas.
From August, 1992 until December, 1984, Mr. Hill was the   Field Superintendent
for Petro-Lewis Corporation. From January 1980 until August 1982, he was the
Senior Production Supervisor for Petro-Lewis Corporation. From November, 1974
until January, 1980, Mr. Hill was the Production Foreman Trainee for Petro-Lewis
Corporation. Mr. Hill has attended various courses in oil field training and
hazardous materials treatments throughout his oil and gas career.

                                      -18-

<PAGE>

Terry McHendry - Executive Vice President Pipeline Services. Mr. Mchendry worked
for Continential Natural Gas, Inc. since March, 1997, as the Manager of Gas
Supply, Marketing Services.  He also worked for Oneok Gas Marketing in Tulsa,
(Fomerly Ward Gas Marketing and Ward Gas Services), as the Director of Gas
Supply(Oneok), and the General Manager (Ward) from September, 1987 through
March, 1997.  Mr. McHendry also worked for Reliance Pipeline as the Senior Gas
Supply Representative from October, 1986 until September, 1987.  He also worked
for Delhi Gas Pipeline Corporation in Oklahoma City, from November, 1985 until
October, 1986, as the Gas Contract Administrator.  Mr. Mchendry started working
for Premier Gas Company/Samson Resources in Tulsa in January, 1984 until
November, 1985, as the Gas Contracts/Crude Oil Representative.  Mr. McHendry
attended classes at the University of Oklahoma, College of Law, Norman Oklahoma
and received his BS degree in Accounting from Oklahoma State University,
Stillwater, Oklahoma in 1983

During the year ended December 31, 2003 the Company's Board of Directors held
meetings and took action by unanimous written consent a total of 23 times.


Corporate Governance Matters

         Audit Committee. The board of directors has not yet established an
audit committee, and the functions of the audit committee are currently
performed by the entire board of directors. We are under no legal obligation to
establish an audit committee and have elected not to do so at this time so as to
avoid the time and expense of identifying independent directors willing to serve
on the audit committee and obtaining director and officers' liability insurance.
We may establish an audit committee in the future if the board determines it to
be advisable or we are otherwise required to do so by applicable law, rule or
regulation.

         Board of Directors Independence. Our board of directors consists of
two members. We are not currently subject to any law, rule or regulation
requiring that all or any portion of our board of directors include
"independent" directors. However, a majority of our directors (i.e., Messrs.
Hochstim, Kefalas and McDonald) are "independent" within the meaning of Section
10A-3 of the Securities Exchange Act of 1934 and Nasdaq Marketplace Rule 4200.

         Audit Committee Financial Expert. We do not yet have an audit committee
and, therefore, we have no "audit committee financial expert" within the meaning
of Item 401(e) of Regulation S-B. In general, an "audit committee financial
expert" is an individual member of the audit committee who (a) understands
generally accepted accounting principles and financial statements, (b) is able
to assess the general application of such principles in connection with
accounting for estimates, accruals and reserves, (c) has experience preparing,
auditing, analyzing or evaluating financial statements comparable to the breadth
and complexity to the Company's financial statements, (d) understands internal
controls over financial reporting and (e) understands audit committee functions.

         Code of Ethics. We have not yet adopted a Code of Ethics applicable to
our Chief Executive Officer, principal financial and accounting officers and
persons performing similar functions. A Code of Ethics is a written standard
designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b)
full, fair, accurate, timely and understandable disclosure in regulatory filings

                                      -19-

<PAGE>

and public statements, (c) compliance with applicable laws, rules and
regulations, (d) the prompt reporting violation of the code and (e)
accountability for adherence to the Code. We have not yet adopted a Code of
Ethics, nor are we under any legal obligation to do so. If and to the extent
that we adopt a Code of Ethics, we will file a copy of the Code of Ethics with
the Securities and Exchange Commission, and will provide a copy, without charge,
to any person desiring a copy of the Code of Ethics, by written request to the
Company at its principal offices. We do not currently maintain a corporate
website.

         Nominating Committee. We have not yet established a nominating
committee. Our board of directors, sitting as a board, performs the role of a
nominating committee. We are not currently subject to any law, rule or
regulation requiring that we establish a nominating committee.

         Compensation Committee. We have not yet established a compensation
committee. Our board of directors, sitting as a board, performs the role of a
compensation committee. We are not currently subject to any law, rule or
regulation requiring that we establish a compensation committee.

Compliance with Section 16(a) of the Exchange Act

         Neither our officers, directors nor owners of in excess of 5% of our
outstanding common stock are subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid to Daniel Pepe
and W. Richard Lueck (the "Named Executive Officers") by the Company. No other
executive officer of the Company was paid a total annual salary and bonus for
the fiscal year ended December 31, 2003, which was $100,000 or more.

<TABLE>
<CAPTION>


                                                                                      Securities            Other
Name and Principal              Fiscal                                                Underlying            Annual
Position                        Year              Salary             Bonus              Options          Compensation
--------                        ----              ------             -----           -------------       ------------
<S>                             <C>               <C>                   <C>              <C>                  <C>
                                2003              $      0             -0-               500,000             -0-
Daniel Pepe                     2002              $      0             -0-               -0-                 -0-
Former                          2001              $193,750             -0-               -0-                 -0-
President & Chairman            2000              $126,459             -0-               -0-                 -0-
                                1999              $107,752             -0-               -0-                 -0-

                                2003              $                    -0-              500,000              -0-
Richard Lueck,                  2002              $      0             -0-               -0-                 -0-
                                2001              $193,750             -0-               -0-                 -0-
Secretary & Treasurer & CEO     2000              $101,250             -0-               -0-                 -0-
                                1999              $ 37,002             -0-               -0-                 -0-
                                1998               $ 1,600             -0-               -0-                 -0-

</TABLE>


                                      -20-
<PAGE>

Effective January 1, 1999, the Company entered into five-year employment
agreements with each of Daniel Pepe and W. Richard Lueck providing for base
annual salaries of $175,000, with their salary increasing to $250,000 per year
when annual revenue reaches $5,000,000. On October 1, 2000 the Board of
Directors increased Daniel Pepe's and W. Richard Lueck's salary to $250,000 per
annum. The employees may receive annual bonuses at the discretion of the
Company, with bonuses to be determined by the Compensation and Audit Committee.

On March 31, 2001, Mr. Pepe and Mr. Lueck reduced their salaries back to
$175,000 per year. For the year ended December 31, 2002 and 2003 all of their
salary has been accrued and not paid. In February 2003, both Mr. Pepe and Mr.
Lueck were issued 500,000 common stock options with an exercise price of $.15
the term of these options is 3 years from the date of issuance.

OPTION GRANTS IN LAST FISCAL YEAR

During the year the Company issued 1,375,000 common stock options to 5 employees
with a price $.15 per share, which was the stock price on the day of issuance.
The Company also issued 125,000 common stock options with an exercise price of
$.15 to a consultant, which was the share price on the day of issuance.

The following table sets forth certain information concerning unexercised stock
options held by the Named Executive Officers as of December 31, 2003. No stock
options were exercised by the Named Executive Officers during the period ended
December 31, 2003.


                     OPTION / SAR GRANTS IN LAST FISCAL YEAR

           The following table sets forth information concerning individual
grants of options made during fiscal 2003 to the Named Executive Officers.


                                      -21-
<PAGE>

<TABLE>
<CAPTION>
                                         % of Total
                   Number of Shares     Options Granted
                  Underlying Options    to Employees in     Exercise or
                     Granted (#) (1)   Fiscal Year ($/Sh)    Base Price      ExpirationDate
---------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                  <C>                <C> <C>
Richard Lueck           500,000              50%                  .15       February 20, 2006
Dan Pepe                500,000              50%                  .15       February 20, 2006

</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2003, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each director and nominee for director, (iii) each Named
Executive Officer (as defined herein), and (iv) all directors and executive
officers as a group:



                                                                 PERCENTAGE OF
                                                                  OUTSTANDING
NAME AND ADDRESS OF                SHARES OF COMMON STOCK        SHARES BENEFI-
BENEFICIAL OWNERS(1)(2)              BENEFICIALLY OWNED          CIALLY OWNED(1)
-----------------------            ----------------------        ---------------

Daniel & Jodi Pepe..........              302,500                     2.6%
W. Richard Lueck............              787,500                     4.1%
ADRP NORM Trust (3).........            7,350,000                    24.5%
Honest Tee Control Trust (4)            7,350,000                    24.5%

All officers and directors
as a group (2 persons).....            15,790,000                    55.7%



(1) Unless otherwise indicated below, the persons in the table above have sole
voting and investment power with respect to all shares shown as beneficially
owned by them, subject to community property laws where applicable. A person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date indicated above upon the exercise of
options. Each person's percentage of ownership is determined by assuming that
any options held by such person have been exercised. As December 31, 2003 there
were 30,007,865 shares of Common Stock outstanding.

(2) Unless otherwise indicated below, the address of each person is c/o the
Company at 1615 S. Federal Highway, Suite 101, Boca Raton, Florida 33432

(3) Daniel and Jodi Pepe are trustees.

(4) W. Richard and Lori J. Lueck are trustees.


                                      -22-

<PAGE>

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

All transactions between the Company and its officers, shareholders and each of
their affiliated companies have been made on terms no less favorable to the
Company than those available from unaffiliated parties. In the future, the
Company intends to handle transactions of a similar nature on terms no less
favorable to the Company than those available from unaffiliated parties.

The Company loaned two Directors money throughout the year. The loans begin to
accrue interest on December 31, 2003 at a rate of 4% per annum.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

A. EXHIBITS:



Exhibit
Number            Description

   2              Plan of Acquisition, Reorganization, Arrangement,
                  Liquidation, Etc. (1)
   3.1            Articles of Incorporation
                  By-laws (as amended) (1)
  10.1            Employment Agreement with Daniel Pepe (1)
  10.2            Employment Agreement with W. Richard Lueck(1)
  10.3            Employment Agreement with Albert O. Bahahene (1)
  10.4            Lease Agreement with Residuary Trust U/W Leroy E.Dettman(1)
  10.5            Operating Agreement with Telco Energy*
  31.1            Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002*
  32.1            Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002*


* Filed herewith

(1) Files as an exhibit to the Company's Registration Statement on Form
10SB12G/A (File No. 000-26315) as filed with and declared effective by the
Commission on September 2, 1999.

B. REPORTS ON FORM 8-K:
NONE


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

During 2003 and 2002, the Company incurred the following fees for professional
services rendered by the principal accountant:


                                                2003                   2002
                                              -------                -------

Fees for audit services                       $14,000                $14,000

Fees for audit related services                  -                      -

Tax fees                                         -                      -

All other fees                                   -                      -


The Board of Directors pre-approves all audit and non-audit services to be
performed by the Company's independent auditors.


                                      -23-
<PAGE>

                                   SIGNATURES

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

                         Geotec Thermal Generators, Inc.





DATE: April 14, 2004                   By:/s/W. Richard Lueck
                                            -----------------
                                            CEO and CFO


                                      -24-

<PAGE>

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:





DATE: April 14, 2004                 /s/ Peter Knollenberg
                                         ----------------------
                                         President and COB

DATE: April 14, 2004                 /s/ W. Richard Lueck
                                         ---------------------------------
                                         CEO, Secretary and Treasurer
                                         Principal Executive Financial and
                                         Accounting Officer





                                      -25